
ALPHA QUEST FUNDS SICAV p.l.c.
15
SPECIFIC DISCLOSURES (CONTINUED)
Designations, Powers and Rights of Shares (continued)
Description of the decision making procedures of the statutory body (continued)
16. Notice of General Meetings (continued)
16.5 The fourteen (14) day notice requirement may be waived if the Founder Shareholders holding
not less than a majority of the total number of Founder Shares entitled to vote on all matters to be
considered at the meeting have waived notice of the meeting or have agreed to a shorter notice period
for the meeting.
17. Proceedings at General Meetings
17.1 All business shall be deemed special that is transacted at an extraordinary general meeting and
also all business that is transacted at an annual general meeting, with the exception of: a. the
consideration of the accounts and Statement of Financial Position; b. the reports of the Directors and
Auditors, c. the election of Directors in the place of those retiring or resigning or being removed and
the fixing of their remuneration, d. the appointment of the Auditors and the fixing of the remuneration
of the Auditors (directly or in such manner as the general meeting may determine); provided that the
appointment of a new Director shall also require the approval of the MFSA.
17.2 Subject to Article 17.3 hereof, no business shall be transacted at any general meeting unless a
quorum is present. Two (2) Members, having the right to vote, present either in person or by proxy,
shall be a quorum for a general meeting. A representative of a corporation or company authorised
pursuant to Article 18.14 to be present at any meeting of the Company shall be deemed to be a Member
for the purpose of the constitution of a quorum.
17.3 If within half an hour from the time appointed for a meeting, a quorum is not present, the meeting,
howsoever convened, shall proceed with such Members entitled to attend and vote as are present and
they shall constitute a quorum even if there is only one member.
17.4 A Director nominated by the Directors shall preside as chairman at every general meeting of the
Company, but if at any meeting none of the Directors be present within fifteen (15) minutes after the
time appointed for holding the meeting, or if all the Directors present decline to take the chair, the
Founder Shareholders shall choose some Member present to be chairman of the meeting.
17.5 The chairman may with the consent of any meeting at which a quorum is present (and shall if so
directed by the meeting) adjourn the meeting from time to time and from place to place but no business
shall be transacted at any adjourned meeting except business which might lawfully have been
transacted at the meeting from which the adjournment took place. When a meeting is adjourned for
fourteen (14) days or more, another fourteen (14) days Clear Notice at the least specifying the place,
the day and the hour of the adjourned meeting, shall be given as in the case of the original meeting but
it shall not be necessary to specify in such notice the nature of the business to be transacted at the
adjourned meeting or to attach thereto any documents already sent with a prior notice. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
17.6 At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of
hands unless before or upon the declaration of the result of the show of hands a poll is demanded by
the chairman or by any Members present representing at least one-tenth in number or value of the
shares in issue having the right to vote at the meeting. Unless a poll is so demanded, a declaration by
the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or
lost, or not carried by a particular majority, and an entry to that effect in the book containing the
minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against such resolution; provided that
where a resolution requires a particular majority in value, the resolution shall not be deemed to have
been carried on a show of hands by the required majority unless there be present at the meeting,
whether in person or by proxy, a number of Members holding in the aggregate the required majority
as aforesaid.