(Incorporated in Hong Kong with limited liability under the Companies Ordinance) NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Asia Interactive Services (HK) Ltd. (the “Company”) will be held at 11/F, 8 Lyndhurst Terrace, Central, Hong Kong on Friday, 25 June 2021 at 9:00 a.m. for the following purposes:
As ordinary businesses: 1. To approve and ratify Director George Varvitsiotis’ executive compensation as Managing Director/CEO and approve and ratify any and all past compensations up until the present. For the avoidance of doubt, this is intended to address an issue raised by plaintiff Howard Shapiro’s derivative litigation HCA 757 / 2021 where he claims that the ongoing Managing Director and CEO executive compensation has not been properly approved and should all be considered unauthorized loans to be paid back. Please see Appendix 1 of this notice for full information 2. To fully authorize the Board of Directors (BOD) to negotiate and execute a new Managing Director and CEO compensation contract within a reasonable time following this EGM. In the interim period, the shareholders agree that the CEO’s salary shall be $150,000 USD until such time as the BOD and CEO finalize the new executive CEO compensation contract. Please see Appendix 1 of this notice for full information 3. To re-elect retiring Directors a) Mr. Steven Lee b) Mr. George Varvitsiotis c) Mr. Avi Raju is not up for re-election 4. New Directors up for election by the shareholders a) Mr. Jason Abraham Shapiro b) Mr. Alexander Nicholas Stamires c) Mr. Chris Marriot (Chris Marriot will only accept election to the BOD if all litigation against the Company is removed) d) Any Shareholder may bring forward a nomination to the BOD which will be voted on by shareholders at the EGM.
Biographical information on the retiring and new directors standing for re-election and election to the BOD, respectively, is provided in Appendix 2 of this notice. Any shareholder nominating a candidate for director on the day of the EGM will be expected to provide candidate background information.
5. To fix the compensation for non-executive directors as 1.5% employment stock ownership and $1,500 USD per month, from their date of appointment. We note that this was already voted against by a majority of shareholders at the AGM on September 25, 2020, but the AGM was later disputed by BOD member and plaintiff Howard Shapiro in his litigation HCMP 1847 / 2020 against the Company. We therefore put the same item forward for a re-vote so it cannot be in dispute. The prior BOD voted in Favor for this compensation with 3 votes in favor ((Howard Shapiro, Jason Shapiro, and Alex Stamires), and 1vote against (George Varvitsiotis).
6. To remove the special double compensation exemption whereby “Part Time Executives” who also happened to be BOD members could receive double compensation as both executives and BOD members, which is prohibited. We note this special exemption only applied for Alex Nicholas Stamires who was then simultaneously “Part Time COO” and BOD member. The prior BOD voted in Favor of this special exemption for double compensation by a Vote of 2 in favor (Howard Shapiro and Jason Shapiro), 1 Vote Abstained (Alex Nicholas Stamires), and 1 vote against (George Varvitsiotis).
7. To re-appoint KS Liu as auditors of the Company and to authorize the Directors to fix their remuneration. We note, given the company’s first AGM on September 25, 2020 has been disputed by BOD member and plaintiff Howard Shapiro, this matter must therefore be voted on again so we can authorize our auditors to complete the 2020 audit.
8. Any other business
By Order of the Board
Asia Interactive Services (HK) Ltd.
Hong Kong, [June 10, 2021]
Proxy Form for Extraordinary General Meeting
I/We (1) of (1) being the registered holder(s) of (2) shares issued by Asia Interactive Services (HK) Limited (the “Company”) hereby appoint (3) the Chairman of the meeting or of as my/our proxy to attend and vote for me/us and on my/our behalf including the any other items section at the Extraordinary General Meeting (“EGM”) as convened by the Company, to be held on Friday, 25 June 2021 at 9:00 a.m. Hong Kong Time, and at every adjournment thereof on the following resolutions:
Dated this ___________________day of ____________________2021.
Signature(s) (5) ______________________________________________
Notes:
(1) Please insert your full name(s) and address(es) in BLOCK CAPITALS.
(2) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares registered in your name(s).
(3) You are entitled to appoint one or more proxies to attend and vote in your stead in accordance with the Company’s amended and restated articles of association (the “Articles”). A proxy need not be a holder of shares in the Company but must attend the EGM (or any adjournment thereof) in person to represent you. If any proxy other than the Chairman of the Meeting is preferred, please strike out “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
(4) IMPORTANT: If you wish to vote for a resolution in the EGM notice, please place a “tick” in the relevant box under “For”. If you wish to vote against a resolution in the EGM notice, please place a “tick” in the relevant box under “Against”. If you wish to vote only part of the number of shares registered in your name(s) to which this proxy form relates, please state the exact number of shares in lieu of a tick in the relevant box. Failure to complete the box will entitle your proxy to abstain or cast vote on the resolution at his/her discretion.
(5) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or under hand by an officer or attorney duly authorized.
(6) In order to be valid, this form, together with the power of attorney or other authority(if any) under which it is signed(or a notarially certified copy of such power or authority) must be lodged at the office of the Company at 11/F, 8 Lyndhurst Terrace, Central, Hong Kong, not less than 48 hours before the time appointed for holding the EGM.
(7) In the case of joint holders of any shares, any one of such persons may vote, either personally or by proxy in respect of such shares, provided that if more than one of such joint holders be present at the EGM (or any adjournment thereof)personally or by proxy, the person whose name stands first in the Company share register shall alone be entitled to vote in respect thereof.
PERSONAL INFORMATION COLLECTION STATEMENT
“Personal Data” in this proxy form has the same meaning as “personal data” in the Personal Data (Privacy)Ordinance, Cap 486 (“PDPO”),which may include your and/or your proxy’s name and address.
Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the EGM.
Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data. Your and your proxy’s Personal Data will be disclosed or transferred to other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for the Company’s verification and record purpose.
By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and informed your proxy of the purpose for and the manner in which his/her data may be used.
You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the personal data privacy officer, Asia Interactive Services (HK) Ltd, 11/F, 8 Lyndhurst Terrace, Central, Hong Kong.
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