In addition:
(a) At 31st December 1997, Ronald J Floto, G J Bowler and Edouard Ettedgui held options
in respect of 4,354,137,250,000 and 1,500,000 ordinary shares, respectively, issued
pursuant to the Company's Senior Executive Share Incentive Schemes.
(b) At 31st December 1997, Alasdair Morrison, Norman Lyle, Sir Charles Powell
and James Watkins held options in respect of 205,000, 300,000, 400,000, and 300,000
ordinary shares, respectively, in Jardine Matheson issued pursuant to that company's
Senior Executive Share Incentive Schemes.
(c) At 31st December 1997, Simon Keswick, Alasdair Morrison, Henry Keswick, R C Kwok,
C G R Leach, Norman Lyle, Sir Charles Powell and James Watkins had deemed interests in
35,915,991 ordinary shares in Jardine Matheson as discretionary objects under a trust,
the income of which is available for distribution to senior executive officers and
employees of Jardine Matheson and its wholly-owned subsidiaries.
(d) Upon his appointment as a Director on 16th March 1998, George Joseph Ho had a
beneficial interest in 20,000 ordinary shares in the Company. He also had a beneficial
interest in 4,400 ordinary shares in Jardine Matheson at that date which were sold
on 15th April 1998.
(e) On 26th March 1998, Edouard Ettedgui was granted options in respect of a further 200,000
ordinary shares issued pursuant to the Company's Senior Executive Share Incentive Schemes.
(f) On 27th March 1998, Norman Lyle was granted options in respect of a further 100,000
ordinary shares in Jardine Matheson issued pursuant to that Company's Senior Executive
Share Incentive Schemes.
Save as disclosed, there were no changes in the above interests between the end of the financial
year and 21st April 1998.
Directors' Appointments, Remuneration and Service Contracts
Ronald J Floto was appointed joint Managing Director of the Company with effect from 11th
June 1997. James Watkins, Norman Lyle and George Joseph Ho were appointed as Directors
of the Company with effect from 11th June 1997, 4th July 1997 and 16th March 1998
respectively. Gregory J Terry, C I Cowan and Chris Nelson retired from the Board on
30th April 1997, 4th July 1997 and 16th March 1998 respectively. In accordance with
Bye-Lay 85, R C Kwok and C G R Leach retire by rotation at the Annual General Meeting and,
being eligible, offer themselves for re-election. In accordance with Bye-Law 92, Ronald J
Floto, George Joseph Ho, Norman Lyle and James Watkins will also retire and, being eligible,
offer themselves for re-election.
Ronald J Floto has a service contract with Dairy Farm Management Services Limited for a
minimum period of three years from 29th May 1997. None of the other Directors
proposed for re-election has a service contract with any Group company which is of
more than one year's duration.
For the year ended 31st December 1997, the Directors received remuneration and benefits
in kind payable by the Group which amounted to US$3.8 million (1996: US$4.7 million).
Substantial Shareholders
The Company has been informed pursuant to the share interest disclosure obligations
incorporated in Part XVII
of the statutory Bermuda Take over Code governing the Company that Jardine Strategic
and its subsidiary undertakings were interested directly and indirectly in 1,027,251,630
ordinary shares representing 54.92% of the Company's current issued ordinary share
capital. By virtue of its interest in Jardine Strategic, Jardine Matheson
was deemed to be interested in the same number of ordinary shares at that date. In
addition, Templeton Global Investors Inc. has notified the Company that it is interested
in 259,509,959 ordinary shares representing 13.88%
of the Company's current issued ordinary share capital. Apart from these share holdings,
the Company is not aware of any notifiable interest in 3% or more of the issued ordinary
share capital of the Company as at 21st April 1998.
The Bermuda Take over Code which governs the Company provides for the disclosure of
interests in shares of the Company. The obligation to disclose arises if and when a person
is interested in 3% (or, in certain circumstances, 10%) or more of the shares of the same
class. The higher limit of 10% applies, in broad terms, to a person authorised to manage
investments under an investment management agreement or where such person is the
operator of an authorised collective investment scheme.
Jardine Matheson Ltd., a wholly-owned subsidiary of Jardine Matheson, provides
management consultancy services to the Group in consideration of a fee of 0.5% per
annum of the Group's net profit after taxation and minority interests. Jardine Matheson
Ltd. also provides general administrative, legal and company secretarial services.
There were no contracts of significance with corporate substantial Shareholders during the
year under review.
Securities Purchase Arrangements
At the Annual General Meeting held on 11th June 1997, Shareholders renewed the
approval of a general mandate authorising the Directors to effect purchases of the
Company's own ordinary shares up to a limit of 15% in aggregate of its issued share
capital.
Arrangements under which Shareholders have agreed to waive dividends
The Trustee of the Company's Senior Executive Share Incentive Schemes has waived the
interim dividend and recommended final dividend for 1997 on the ordinary shares held by
it.
Annual General Meeting
The full text of the resolutions and explanatory notes of the 1998 Annual General
Meeting are contained in the Notice of Meeting which is set out on following pages.
