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Company: The Bank of East Asia, Limited (BEA)
Stock code: 0023
Date of meeting: 25-Mar-03
Time of meeting: 11:00
Advice date:  16-Mar-03

Notice of Meeting:

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Voting method: Webb-site.com will require a poll, all proxies will be counted

Note to journalists:
We have up to 4 proxy seats available inside this AGM. Please contact us if you want one.

Item Description Vote
1 To adopt the accounts FOR
2 To declare a final dividend FOR
3(a) To re-elect Mr WONG Chung-hin FOR
3(b) To re-elect Dr LEE Shau-kee AGAINST
3(c) To re-elect Dr Simon LI Fook-sean FOR
3(d) To re-elect Dr Allan WONG Chi-yun FOR
4 To re-appoint KPMG as auditors FOR
5 To mandate the Directors to issue additional shares AGAINST
6 To mandate the Directors to repurchase shares on-market FOR
7 To extend the mandate granted pursuant to item 5 AGAINST
8 To amend the Articles of Association of the Bank FOR

Reasons AGAINST

Item 3(b)

Dr Lee Shau-kee, aged 75,  has been a director of BEA since 1987 and is a member of the audit committee, which met 3 times in 2002, and Dr Lee missed all the meetings. Even if we regarded him as independent, which we don't, that attendance rate would be reason enough to vote against his re-election.

He is proposed for re-election as an independent non-executive director. He is Chairman and majority shareholder of Henderson Land Development Company Limited (HLD). HLD and several of its listed subsidiaries list BEA as a "principal banker" in their latest annual reports, and thus have a commercial relationship with BEA which is a potential conflict of interest for Dr Lee as an INED.

The Chairman and Chief Executive of BEA, David Li Kwok-po, is an independent non-executive director of Henderson Cyber Limited (8023) and The Hongkong and China Gas Company Limited (0003), which are respectively a subsidiary and associate company of HLD. The cross-directorships are a potential conflict of interests for both individuals.

We also note that the INEDs of BEA each received only HK$75,000 (US$9,615) in directors' fees last year, and members of the audit committee were paid a further HK$10,000.

Items 5 and 7

Webb-site.com urges all investors to vote against the general mandate for all listed companies, for the reasons explained in Project Vampire.

Copyright Webb-site.com, 2003


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