The Hongkong and Shanghai Hotels, Limited (HSH) has issued a circular convening its annual general meeting for 13 May 2026 at The Peninsula Hong Kong, Kowloon, starting at 12:00 noon.
Key agenda items:
1. Financial Statements • Shareholders will be asked to receive the audited accounts and reports for the year ended 31 December 2025. • The statements were reviewed by the Audit Committee and audited by KPMG.
2. Board Composition • Non-Executive Directors Andrew Clifford Winawer Brandler and Diego Alejandro González Morales will stand for re-election and, if elected, will serve until the 2029 AGM. • Independent Non-Executive Directors Pierre Roger Boppe and Dr William Kwok Lun Fung will retire and will not seek re-election; Boppe will become Senior Advisor to the Chairman. • Executive Directors Christobelle Yi Ching Liao, Keith James Robertson and Gareth Owen Roberts will leave the Board after the AGM but retain their executive roles.
3. Auditor • Renewal of KPMG as independent auditor for 2026, with directors authorised to fix the remuneration, will be put to vote.
4. General Mandate to Issue Shares • Directors seek authority to issue, allot or deal with up to 20% of the company’s issued share capital during the mandate period. • Based on 1.67 billion shares outstanding as of 13 April 2026, the mandate would allow issuance of up to 333.39 million shares, subject to adjustment for any share consolidation or subdivision.
5. General Mandate to Buy Back Shares • A separate resolution seeks approval to repurchase up to 10% of issued shares, equivalent to 166.69 million shares. • Any shares bought back may be cancelled or held in treasury, depending on capital management requirements. • Full utilisation of the mandate would lift controlling shareholders’ combined interest from 72.58% to approximately 80.65%, still above the 25% public-float threshold set by the Listing Rules.
6. Extension Mandate • If both the issuance and buy-back mandates are approved, shares repurchased under the buy-back mandate may be added to the issuance limit, effectively expanding the potential new-issue capacity by a further 10%.
Administrative details:
• Shareholders must lodge transfer documents by 4:30 p.m. on 7 May 2026 to qualify for attendance and voting. • Proxy forms must reach Computershare Hong Kong Investor Services Limited or be emailed to HSH2026.eproxy@computershare.com.hk no later than 24 hours before the meeting. • All resolutions will be decided by poll, with results published on the company’s and the Hong Kong Stock Exchange’s websites after market close on the AGM date.
No gifts or refreshments will be provided at the meeting.
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