PART
3
A.
NOTICE OF SCHEME MEETINGS IN THE SUPREME COURT OF JUDICATURE OF JAMAICA IN EQUITY IN
THE MATTER OF A SCHEME OF ARRANGEMENT BETWEEN NATIONAL COMMERCIAL BANK
JAMAICA LIMITED AND N.C.B. GROUP LIMITED AND THEIR
RESPECTIVE SHAREHOLDERS AND IN
THE MATTER OF SECTION 192 OF THE COMPANIES ACT NOTICE
IS HEREBY GIVEN that by an Order dated October 3, 2000 made in the above
matter, the Court has directed that meetings ("the Scheme
Meetings") of the Shareholders of the above named Companies (as
defined in the Scheme of Arrangement proposed in relation to the
Companies) be held on November
8, 2000 at the National
Arena, Kingston, Jamaica commencing at the times indicated below at which
place and times all aforesaid Shareholders are requested to attend.
Registration for the meetings will commence at 8:00 am and will
close at 9:30 am. By
the said Order, the Court has also directed
that the advertisement of this Notice will constitute sufficient Notice of
the Scheme Meetings to any persons who acquire shares in N.C.B. Group
Limited after October 13, 2000. The
purpose of the Scheme Meetings is to consider and, if thought fit, to
approve (with or without modification) a Scheme of Arrangement proposed to
be made between the Companies and their Shareholders. Copies
of the proposed Scheme of Arrangement under Section 192 of the Companies
Act and of the Explanatory Statement required to be furnished pursuant to
Section 193 of the Companies Act may be
obtained free of
charge at the offices of
FINSAC Limited, 76 Knutsford Boulevard, Kingston 5, all branches of NCB in
Jamaica, and the following addresses:
United States:
Embassy of Jamaica
1520 New Hampshire Avenue, N.W.
Washington, D.C. 20036
United Kingdom: High Commission of Jamaica
1 - 2 Prince Consort Road
London SW7 2BZ NCB
London 42
Manchester Street London
W1N 5PE
Canada: High Commission of Jamaica
Standard Life Building
275 Slater Street, Suite 800
Ottawa, Ontario KIP 5H9 And
from the NCB Website at:
http://www.jncb.com
Each
Shareholder may vote in person at the Scheme Meetings or he may appoint
another person, whether a Shareholder or not, as his proxy to attend and
vote in his place. A Proxy Form is enclosed herewith. In order to vote at the
Scheme Meetings, Shareholders and proxy holders must produce at the
meeting, proof of identity bearing a photograph (i.e. a drivers licence,
passport or a photograph certified by a Justice of the Peace or Notary
Public). Proxy
Forms, witnessed by a Justice of the Peace, a Notary Public, a minister of
religion or an attorney at law, must be lodged with NCB the Atrium,
32 Trafalgar Road, Kingston 5, Jamaica or to any branch of NCB not later
than 48 hours before the commencement of the Scheme Meetings.
Proxy forms submitted after that date will not be accepted. A faxed
copy of a Proxy Form (to 968-1342) will be accepted, subject to receipt of
the signed original within 24 hours after the time scheduled for
commencement of the Scheme Meetings. By
the same Order, the Court has appointed Mr Earl Jarrett, General Manager
of the Jamaica National Building Society, to act as Chairman of the Scheme
Meetings. The Court has also directed the Chairman to report to it the
results of the Scheme Meetings. If
there is any doubt as to how to exercise
the right to vote or any queries regarding the
terms of the Scheme the following number may be contacted for help
and clarification: (876) 935-2579 The
Scheme of Arrangement will be subject to the subsequent approval of the
Court. Dated
this day
of
2000 TO:
Meeting Time 1.
The holders of preference shares in NCB
9:30 am 2.
The holders of preference shares in NCB Group
9:40 am 3.
The holders of ordinary shares in NCB 9:50 am 4.
The holders of ordinary shares in NCB Group 10:00 am
PROXY FORM To
be used at the Scheme Meeting of the Shareholders in N.C.B. Group
Limited to be held at the National Arena, Kingston on November 8, 2000
at 10:00 am I/We
.
. of
.
..
being
a Shareholder of N.C.B. Group Limited, HEREBY APPOINT the Chairman
of the Scheme Meeting * or
of
to
represent me/us at the Scheme Meeting to consider, and if acceptable,
approve, with or without modification, the Scheme and at the Scheme
Meeting or any adjournments thereof, to vote for me/us and in my/our name
for or against the Scheme, with or without modification, as indicated
below. PLEASE
DO NOT TICK EITHER OF THE FOLLOWING BOXES IF YOU WISH TO GIVE YOUR PROXY A
DISCRETION AS TO HOW TO VOTE.
For
the Scheme
Against
the Scheme Note: A $10.00 stamp must be affixed
to this form before it
is signed. Signed:
_________________________
Dated:______________________ Witnessed
by:________________________ Capacity:____________________________ Note: This Proxy Form must be witnessed by a Justice of the Peace,
Notary Public, Minister of Religion or Attorney-at-Law. The witness must state which of the above he is. This
form must be returned to NCB at the "Atrium", 32 Trafalgar Road,
Kingston 5 or to any branch of NCB, not later than 48 hours before the
Scheme Meeting is scheduled to commence.
Forms submitted after that date will not be accepted. A
faxed copy of this Proxy Form (to 968-1342) will be accepted if received
within the time frame set out above, and if the signed original form is
received within 24 hours after the time scheduled for commencement of the
Scheme Meeting. *
Please delete the words
"Chairman of the Scheme Meeting" if you wish to name another
person to act as your proxy.
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