Infinity Eng Regulatory News (INFT)

NOTICE OF ANNUAL GENERAL MEETING GLOBAL BRANDS S.A. (Registered Number RCS Luxembourg B 70.673) NOTICE IS HEREBY GIVEN that the Annual General Meeting of Global Brands S.A.(the "Company") will be held at the registered offices at 19, Rue EugèneRuppert, L - 2453, Luxembourg 2 June 2013 at 1 p.m. (Central European Time) forthe purpose of considering the matters, and if thought fit, passing thefollowing resolutions, which will be proposed as indicated: 1. Convening formalities. This resolution acknowledges that the meeting has been properly convened and can therefore validly resolve on the agenda; 2. To receive and consider the report of the Board of Directors and the statutory annual accounts for the year ended 31 December 2013; 3. To receive and consider the report of the independent auditor of the Company on the statutory annual accounts for the year ended 31 December 2013; 4. To approve and adopt the statutory annual accounts for the year ended 31 December 2013; 5. To consider and approve the appropriation of the 2013 results including any allocation to the share premium account; 6. To consider and approve the continuation of the activities of the Company in accordance with article 100 of the law of 10 August 1915, as subsequently modified. As the Company's accumulated losses as at 31 December 2013 exceeded half the subscribed capital, Luxembourg law requires that shareholders approve the operational continuity of the Company at a General Meeting; 7. To consider and approve the discharge to the directors for and in connection with their duties as directors of the Company during the financial year ended 31 December 2013; 8. To consider and approve the re-election and renewal of the mandates and of the following persons as members of the Board of Directors: 9. a. Bruce Vandenberg b. Fiona Kinghorn c. John Killer 9. To give authority to the Remuneration Committee to fix the remuneration of the Directors; 10. To discharge to the independent auditor in connection with its duties during the financial year ended 31 December 2013; 11. To re-elect and renew of the mandate of the independent auditor, PricewaterhouseCoopers S.à.r.l.; 12. To authorise the Board of Directors to fix the remuneration of the independent auditor; and 13. Any other ordinary business which may be properly brought before the Meeting. BY ORDER OF THE BOARD Registered Office: 19, Rue Eugène Ruppert, L - 2453, Luxembourg Bruce Vandenberg Director Date: 15 May 2014 The annual accounts for the year ended 31 December 2013 are under final reviewby the auditors, PricewaterhouseCoopers S.à.r.l. These accounts are expected tobe announced in the next few days. A copy of the accounts together with theForms of Proxy for the AGM will be posted to shareholders on the day ofannouncement. Notes: 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,only those members registered in the register of members of the Company as at6.00 p.m. on 29 May 2014 shall be entitled to attend and vote at this AnnualGeneral Meeting in respect of the number of shares registered in their name atthat time. Changes to entries on the relevant register of securities after suchtime shall be disregarded in determining the rights of any person to attend orvote at this Annual General Meeting. 2. Any member who is entitled to attend and vote at this Annual General Meetingis entitled to appoint one or more proxies to exercise all or any of his/herrights to attend, speak and vote at the meeting. To appoint more than oneproxy, additional Forms of Proxy may be obtained by contacting the Registrarsor you may photocopy the form. If you appoint more than one proxy, each proxymust be appointed to exercise the rights attached to a different share orshares held by you. Please indicate in the box next to the proxy holder's namethe number of shares in relation to which they are authorised to act as yourproxy. Please also indicate by ticking the box provided if the proxyinstruction is one of multiple instructions being given. A proxy need not be amember of the Company. Completion and return of the Form of Proxy will notpreclude a member from attending and voting at this Annual General Meeting. Ifyou have appointed a proxy and attend the meeting in person, your proxyappointment will automatically be terminated. 3. In the case of joint holders, where more than one of the joint holderspurports to appoint a proxy, only the appointment submitted by the most seniorholder will be accepted. Seniority is determined by the order in which thenames of the joint holders appear in the Company's register of members inrespect of the joint holding (the first-named being the most senior). 4. If you submit more than one valid proxy appointment in respect of the sameshares, the appointment received last before the latest time for the receipt ofproxies will take precedence. 5. A Form of Proxy will be sent with the annual account, which to be effectivemust be completed, signed and received by the Company. The Form of Proxy mustbe returned to Global Brands SA, FAO Fiona Kinghorn, C/O Alexander DavidSecurities Limited, 49 Queen Victoria Street, London, EC4N 4SA or fax to GlobalBrands S.A. on +44 (0) 203 051 3965 no later than no later than 1 p.m. CET on30 May 2014. You can only appoint a proxy using the procedures set out in thesenotes and in the notes to the Form of Proxy. 7. Electronic voting instructions via the CREST voting service. 7.1 Holders who hold Depositary Interests in CREST may transmit votinginstructions by utilising the CREST voting service in accordance with theprocedures described in the CREST Manual. CREST personal members or other CRESTsponsored members, and those CREST members who have appointed a voting serviceprovider, should refer to their CREST sponsor or voting service provider, whowill be able to take appropriate action on their behalf. 7.2 In order for instructions made using the CREST voting service to be valid,the appropriate CREST message (a `CREST Voting Instruction') must be properlyauthenticated in accordance with Euroclear UK & Ireland's specifications andmust contain the information required for such instructions, as described inthe CREST Manual (available via www.euroclear.com/CREST). 7.3 To be effective, the CREST Voting Instruction must be transmitted so as tobe received by the Company's agent (3RA50) no later than 1 p.m. CET on 29 May2014. For this purpose, the time of receipt will be taken to be the time (asdetermined by the timestamp applied to the CREST Voting Instruction by theCREST applications host) from which the Company's agent is able to retrieve theCREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. 7.4 Holders who hold Depositary Interests in CREST and, where applicable, theirCREST sponsors or voting service providers should note that Euroclear UK &Ireland does not make available special procedures in CREST for any particularmessages. Normal system timings and limitations will therefore apply inrelation to the transmission of CREST Voting Instructions. It is theresponsibility of the Depositary Interest concerned to take (or, if theDepositary Interest holder is a CREST personal member or sponsored member orhas appointed a voting service provider, to procure that the CREST sponsor orvoting service provider takes) such action as shall be necessary to ensure thata CREST Voting Instruction is transmitted by means of the CREST voting serviceby any particular time. In this connection, Depositary Interest holders and,where applicable, their CREST sponsors or voting service providers arereferred, in particular, to those sections of the CREST Manual concerningpractical limitations of the CREST system and timings. 7.5 The Company may treat as invalid a CREST Voting Instruction in thecircumstances set out in Regulation 35(5)(a) of the Uncertificated SecuritiesRegulations 2001. For further information, please contact: Global Brands S.A.Bruce Vandenberg, CEO Tel: +44 7899 791 726Fiona Kinghorn Tel: +44 7867 520 722 NomadCairn Financial Advisers LLPSandy Jamieson Tel: +44 207 148 7900James Caithie BrokerAlexander David Securities LtdBill Sharp Tel: +44 207 448 9812David Scott Tel: +44 207 448 9821