Annual General Meeting

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Attendance at General Meetings

Under the Bermuda Companies Act, only those persons who agree to become members of a Bermuda company and whose names are entered on the register of members of such a company are considered members, with rights to attend and vote at general meetings.

Depositors holding Shares through CDP are not recognised as members of our Company, and do not have a right under the Bermuda Companies Act to attend and to vote at general meetings of our Company. In the event that Depositors wish to attend and vote at general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the Bye-laws and the Bermuda Companies Act.

In accordance with By-law 77(1), unless CDP specifies otherwise in a written notice to our Company, CDP shall be deemed to have appointed as CDP’s proxies each of the Depositors who are individuals and whose names are shown in the records of CDP, as at a time not earlier than forty-eight (48) hours prior to the time of the relevant general meeting, supplied by CDP to our Company.

Therefore, Depositors who are individuals can attend and vote at the general meetings of our Company without the lodgment of any proxy form. Depositors who cannot attend a meeting personally may enable their nominees to attend as CDP’s proxies by completing and returning appropriate proxy forms. Depositors who are not individuals can only be represented at a general meeting of our Company if their nominees are appointed as CDP’s proxies. Proxy forms appointing nominees of Depositors as proxies of CDP would need to be executed by CDP as member and must be deposited at the place and within the timeframe specified by our Company to enable the nominees to attend and vote at the relevant general meeting of our Company.

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