Nagacorp : Proposals for Payment of Final Dividend General Mandates To Issue Shares and Repurchase Shares Re-Election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in NagaCorp Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

NAGACORP LTD.

ږޢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3918)

PROPOSALS FOR PAYMENT OF FINAL DIVIDEND GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of NagaCorp Ltd. to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 26 April 2019 at 10:00 a.m. is set out on pages 16 to 22 of this circular. Whether or not you are able to attend the annual general meeting or any adjourned meeting, you are requested to complete the form of proxy, enclosed herewith, in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event not later than 48 hours before the time appointed for the holding of the meeting or adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment of such meeting should they so wish.

22 March 2019

CONTENTS
Page
Definitions ........................................................	1
Letter from the Board ...............................................	3

Notice of Annual General Meeting .....................................

Appendix I	-	Details of Directors ...............................	9
Appendix II	-	Explanatory Statement ............................	13
16

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting" or	the annual general meeting of the Company to be held at
"AGM"	Regus Conference Centre, 35/F, Central Plaza, 18
Harbour Road, Wanchai, Hong Kong on Friday, 26 April
2019 at 10:00 a.m.
"Articles of Association"	the articles of association of the Company
"Board"	the board of the Directors
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands
"Company"	NagaCorp Ltd., a company incorporated in the Cayman
Islands with limited liability, with its shares listed on the
main board of the Stock Exchange
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$" and "HK cents"	Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
People's Republic of China
"Latest Practicable Date"	14 March 2019, being the latest practicable date prior to
the printing of this circular for the purpose of
ascertaining certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange
-1-

DEFINITIONS
"Proposed Repurchase Mandate"	a general mandate proposed to be granted to the Directors
at the Annual General Meeting to repurchase Shares not
exceeding 10% of the total number of issued Shares as at
the date of passing of the relevant resolution approving
such mandate
"Securities and Futures	Securities and Futures Ordinance, Chapter 571 of the
Ordinance" or "SFO"	Laws of Hong Kong
"Share(s)"	ordinary share(s) of nominal value of US$0.0125 each in
the capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"US$" and "US cents"	United States dollars and cents respectively, the lawful
currency of the United States of America
"%"	per cent

References to times and dates in this circular are to Hong Kong times and dates.

For the purpose of this circular, amounts denominated in US$ have been converted to HK$ at an exchange rate of US$1.00 to HK$7.75 for illustration purpose only.

LETTER FROM THE BOARD

NAGACORP LTD.

ږޢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3918)

Executive Directors:	Registered Office:
Tan Sri Dr Chen Lip Keong (Chief Executive Officer)	Cricket Square
Mr. Philip Lee Wai Tuck (Executive Deputy Chairman)	Hutchins Drive
Mr. Chen Yiy Fon	P.O. Box 2681
Grand Cayman KY1-1111
Non-executive Director:	Cayman Islands
Mr. Timothy Patrick McNally (Chairman)
Principal Place of Business
Independent Non-executive Directors:	in Hong Kong:
Tan Sri Datuk Seri Panglima Abdul Kadir	Suite 2806, 28/F
Bin Haji Sheikh Fadzir	Central Plaza
Mr. Lim Mun Kee	18 Harbour Road
Mr. Michael Lai Kai Jin	Wanchai
Mr. Leong Choong Wah	Hong Kong
22 March 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR PAYMENT OF FINAL DIVIDEND GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you information regarding the resolutions to be proposed at the AGM relating to the payment of the final dividend, granting to the Directors the general mandates to issue and repurchase Shares and re-election of the Directors.