(E) Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director together with any of his associates owns five (5) per cent or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company.

(3) Where there are joint registered holders of any Share, any one of such persons may vote at any meting, either personally or by proxy, in respect of such Shares as if he is solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one the said persons so present whose name stands first in the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

He also pointed out that many applications are pending for longer periods, but no action is taken by any member of the Committee to expedite the decision on them, and called on Committee members to deal with all applicant organizations in a non-selective manner, arguing that the result of the vote would allow the Committee to continue its interaction and dialogue with the organization to alleviate the concerns expressed by different members.

136 If any question shall arise at any meeting of the Board as to the materiality of a Director's interest or the significance of a contract, arrangement or transaction or proposed contract, arrangement or transaction or as to the entitlement of any Director to vote or form part of a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting (or, where question relates to the interest of the Chairman, to the other Directors at the meeting) and his ruling (or, as appropriate, the ruling of the other Directors) in relation to any other Director (or, as appropriate, the Chairman) shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned (or, as appropriate, the Chairman) as known to such Director (or, as appropriate, the Chairman) has not been fairly disclosed to the Board.

He expressed hope that the organization would make use of the result of the vote to retain its application under consideration to provide answers to the important questions posed.

(e) the Company shall be at liberty to treat the person whose name stands first in the register as one of the joint holders of any shares as solely entitled to delivery of the certificate relating to such share, or to receive notices from the Company, or to attend or vote at general meeting of the Company, and any notice given to such person shall be deemed notice to all the joint holders; but any one of such joint holders may be appointed the proxy of the persons entitled to vote on behalf of such joint holders, and as such proxy to attend and vote at general meetings of the Company, but if more than one of such joint holders be present at any meeting personally or by proxy that one so present whose name stands first in the register in respect of such shares shall alone be entitled to vote in respect thereof.

The following rights and freedoms are expressly provided for: right to life, right to physical and mental integrity, individual freedom, right to defense, freedom of movement, personal and family privacy, inviolability of domicile, secrecy of correspondence, freedom of conscience, freedom of expression, right to information, right to education, access to culture, rights to protection of health, right to a healthy environment, right to vote, right to be elected, freedom of assembly, right of association, right to work and social protection of labour, prohibition of forced labour, right to strike, right of private property, economic freedom, right of inheritance, right to a decent standard of living, protection of children and young people, protection of disabled persons, right of petition, right of a person aggrieved by a public authority.

The General Committee also draws to the attention of the General Assembly that explanations of vote should be limited to 10 minutes; that, when the same draft resolution is considered in a Main Committee and in plenary meeting, a delegation should, as far as possible, explain its vote only once, either in the Committee or in plenary meeting, unless that delegation’s vote in plenary meeting is different from its vote in the Committee; and that delegations should exercise their right of reply at the end of the day whenever two meetings have been scheduled for that day and whenever such meetings are devoted to the consideration of the same item (decision 34/401, paras. 6-8 (A/520/Rev.17, annex V)).

According to Rule 17.42A(1) of the GEM Listing Rules, any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates (as defined in the GEM Listing Rules) shall abstain from voting in favour of the resolution to approve the General Mandate and such resolution shall be voted on by way of a poll.

An appeal against this ruling shall immediately be put to the vote and the President's ruling shall stand unless the appeal is approved by a majority of the representatives present and voting.

(K) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the Chairman) or as to the entitlement of any Director (other than such Chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board.

Article 64, paragraph 2 (c), of the 1968 International Sugar Agreement seemed to provide for the possibility of adapting provisions the application of which had been compromised by the reservation: “In any other instance where reservations are made [namely in cases where the reservation concerns the economic operation of the Agreement], the Council shall examine them and decide, by special vote, whether they are to be accepted and, if so, under what conditions.

2.3 In accordance with Article 29 of the Convention, representatives of the International Olympic Committee, International Paralympic Committee, Council of Europe and Intergovernmental Committee for Physical Education and Sport (CIGEPS) as well as other relevant organizations invited by the Conference may participate in the work thereof as observers, without the right to vote.

Chile has voted in favour of the Declaration on the Rights of Indigenous Peoples, but criminalized Mapuche leaders who promote respect for free determination, autonomy and self-government.

(C) An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-Laws shall apply as if he were a Director.

This circular is to provide the shareholders with (i) further information on the Share Subdivision and the Board Lot Change and the re-election of directors of the Company; (ii) the explanatory statement as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’); and (iii) further information of the final dividend to be declared by the Company and all other information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolutions as mentioned herein and which, inter alia, will be dealt with at the annual general meeting of the Company to be held at Queensway and Victoria Room, Level 3, J.W. Marriott Hotel, Queensway, Hong Kong on Monday, 23 May 2011 at 2 : 00 p.m. (the ‘‘Annual General Meeting’’).

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such Notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such Notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

The representative of Colombia went on to say that the reason he had voted against the no-action motion was due to the fact that it was in line with his country’s stated position in MERCOSUR and the Organization of American States.

The new Constitution (ratified on 7 August 2008) guarantees civil and political rights and fundamental freedoms including, inter alia: the right to life; right to nondiscrimination; right to fair and public trials; protection from arbitrary detention; right to bail; freedom from forced confession; right to legal aid; prohibition of torture or degrading treatment; right to appeal; access to compensation for unlawful arrest or detention; right to vote (voting age reduced to 18) and to hold public office; freedom of opinion and expression; right to privacy; right to information; freedom of association; freedom of assembly; freedom of movement; and provision of special protection to vulnerable groups, including children, adolescents, elders, and people with special needs.

Mr. Timothy Alexander Steinert, Independent Director, was unable to attend the meeting due to work reasons, and had authorised Mr. Chen Naiwei, Independent Director, to vote on his behalf.

(B) If the CP Shareholders are entitled to vote on any resolution, then at the relevant general meeting or separate general meeting of the CP Shareholders, on a show of hands every CP Shareholder who is present in person or (being a corporation) by a duly authorized representative shall have one vote and on a poll every CP Shareholder who is present in person or by proxy or attorney or (being a corporation) by a duly authorized representative shall have one vote for each Conversion Share which would have been issued to him/it had he/it exercised the Conversion Right 48 hours preceding the date of such general meeting or separate general meeting of the CP Shareholders.

Other achievements under the Convention have included the adoption of Act No. 29478, which deals with the provision of facilities to enable persons with disabilities to vote; Act No. 29524 on Deafblind Persons, which recognizes deafblindness as a single disability; Administrative Decision No. 0269-2009 of the National Identity and Civil Status Registry (RENIEC), which establishes that national identity documents are to be issued free of charge to persons with disabilities and provides for expedited procedures for persons, especially children, who do not have a birth certificate; and legislation on health-care provisions for members of the armed forces and police.

Mr. Loulichki (Morocco) ( spoke in Arabic): Morocco voted in favour of draft resolution S/2012/538 because it was in line with the recent resolutions of the League of Arab States and our perception of the situation in Syria, which shows quite clearly that no mechanism adopted by the Council to address the crisis has had the hoped-for result and that the parties in Syria have not complied with the plan, including the complete cessation of violence, to which they committed themselves.

Rather, the Committee could handle its additional workload by establishing special working groups, redistributing tasks among its members and replacing consensus by vote, if need be.

Experts representing the governments of the following 57 Member States took part, with the right to vote, in the Meeting’s work: Algeria, Argentina, Austria, Azerbaijan, Belgium, Brazil, Canada, Chile, Columbia, Costa Rica, Côte d’Ivoire, Czech Republic, Egypt, El Salvador, Finland, France, Germany, Greece, Iceland, India, Indonesia, Italy, Japan, Korea (Republic of), Kuwait, Latvia, Libyan Arab Jamahiriya, Lithuania, Luxembourg, Madagascar, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Portugal, the Netherlands, Saudi Arabia, Senegal, Serbia and Montenegro, Spain, Sudan, Swaziland, Switzerland, Tanzania (United Republic of), Togo, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, Uruguay, Uzbekistan (Republic of), Venezuela and Yemen.

While the draft resolution, entitled “Reducing nuclear danger”, contains a number of practical measures of which we are strong and active advocates, we were unable to support the text and voted against it, given that it fails to acknowledge the importance of the universalization of the Treaty on the Non-Proliferation of Nuclear Weapons as a step towards a nuclear-weapon-free world, and the responsibility of all States which possess nuclear weapons to reduce nuclear danger.

(d) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under paragraph (c)) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.