Notice is hereby given that the 53rd Annual General Meeting of Banks DIH Limited will be held at Thirst Park, Georgetown on Saturday, 17 January 2009 at 5.00 p.m. for the following purposes: -
A. To receive the Financial Statements for the year ended 30 September 2008 and the Reports of the Directors and Auditors thereon.
B. To consider and (if thought fit) pass the following Resolution:
1. “That the Financial Statements for the year ended 30 September 2008 and the Reports of the Directors and Auditors thereon be and are hereby adopted.”
C. To consider the declaration of a Final Dividend of $0.21 per share as recommended by the Directors in addition to an Interim Dividend of $0.12 per share and a second Interim Dividend of $0.12 per share previously declared by them and (if thought fit) pass the following Resolution:
2. “That the Interim Dividend of $0.12 per share and a second Interim Dividend of $0.12 per share already paid be confirmed and that a Final Dividend of $0.21 per share as recommended by the Directors in respect of the year ended 30 September 2008 be approved and paid to shareholders on the Company’s Register at the close of the business on 17 January 2009.”
D. To elect Directors in accordance with Article 109. The Directors retiring by rotation are Messrs. Richard Berkeley Fields, S.C., Carl Richard Cozier and Dan Bryan Stoute, who being eligible, offer themselves for election.
To consider and (if thought fit) pass the following Resolutions:
3. (a) “That the Directors be elected en bloc.”
(b) “That the retiring Directors Messrs. Richard Berkeley Fields, S.C., Carl Richard Cozier and Dan Bryan Stoute be and are hereby elected Directors of the Company.”
E. To fix the remuneration of the Directors in Accordance with Article 86 of the Company’s by-laws and Section 104 of the Companies’ Act 1991.
To consider and (if thought fit) pass the following Resolution:
4. “That the remuneration of $510,180 per annum be paid to the Non-Executive Vice Chairman; the remuneration of $424,248 per annum be paid to each Non-Executive Director in accordance with Article 86 of the Company’s by-laws and Section 104 of the Companies’ Act 1991 and that a Travelling Allowance for each Non-Executive Director be fixed at $67,200 per annum; and that the additional sum of $44,732 per annum be provided for additional remuneration for each Director serving on Technical Committees.”
F. To appoint Auditors.
To consider and (if thought fit) pass the following resolution:
5. “That Messrs. Jack A. Alli, Sons & Company be and are hereby appointed Auditors for the period ending with the conclusion of the next Annual General Meeting.”
G. To fix the remuneration of the Auditors in accordance with Article 146.
To consider and (if thought fit) pass the following Resolution:
6. “That the remuneration of the Auditors be fixed at $8,500,000 for the current financial year.”
H. To fix charitable donations in accordance with Article 62.
To consider and (if thought fit) pass the following Resolution:
7. “That the amount appropriated for charitable donations be fixed at $1,440,000 for the current financial year.”
I. To transact any other business of an Ordinary Meeting.
Any member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. The instrument appointing a proxy must be stamped and deposited at the Registered Office of the Company not less than forty-eight (48) hours before the time for holding the Meeting. (Note: Saturdays and Holidays are to be excluded when determining the forty-eight hour period.)
BY ORDER OF THE BOARD REGISTERED OFFICE
Terrence I. Bynoe Thirst Park
Secretary/M.I.S. Executive Georgetown
Guyana
17 December 2008