Naibu Global International Company PLC : Naibu - AGM Notice and Proxy

Notice is hereby given that the annual general meeting of the Company (the AGM) will be held at the offices of Daniel Stewart & Company Plc at Becket House, 36 Old Jewry, London, EC2R 8DD on 16 July 2013 at 11am to consider and, if thought fit, pass, with or without amendments, the following resolutions (resolutions 1 to 5 to be proposed as ordinary resolutions and resolution 6 to be proposed as a special resolution):

Ordinary business

1 Accounts

That the accounts of the Company for the financial year ended 31 December 2012, together with the reports of the Directors and auditor thereon, be and are hereby received.

2 Appointment of auditors

That Crowe Clark Whitehill LLP (the Auditor) be and are hereby re-appointed as auditor of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting of the Company.

3 Remuneration of auditors

That the Directors be and are hereby authorised to determine the remuneration of the Auditor.

4 Declaration of a final dividend

That conditional upon the Condition being satisfied by 27 September 2013, a final dividend for the year ended 31 December 2012 of 4p per Share payable on 30 September 2013 to Members on the Register at the close of business on 26 July 2013 be and is hereby declared.

For the purposes of this resolution 4, the "Condition" is the receipt by the Company of the requisite approvals from the Chinese authorities to transfer the total cash funds required to the pay the dividend to those shareholders electing to receive their dividend in cash out of the People's Republic of China to Jersey and the Condition shall be deemed to be satisfied upon these approvals being given and the funds arriving in Jersey for distribution to shareholders.

5 Authority to implement Scrip Dividend Scheme

That conditional upon the passing of resolution 6 below, the Directors be and are hereby authorised pursuant to Article 36A of the Company's Articles of Association to offer the holders of Shares the right to elect to receive an allotment of new Shares created as fully paid, instead of cash, in respect of all (or some part of) the dividend referred to at resolution 4 above on the terms and conditions set out in the circular and accompanying booklet (entitled Scrip Dividend Alternative Booklet - Terms and Conditions) sent to Members on or about 19 June 2013.

Special business

6. That a new article 36A be and is hereby added to the Company's Articles of Association, immediately following Article 36, as follows:

"36A Scrip Dividends

(1) In connection with Article 37.1(c), the Board may, with the authority of an Ordinary Resolution, offer any holders of Shares the right to elect to receive further shares (whether or not of the same class), credited as fully paid, instead of cash in respect of all (or some part) of any dividend specified by the Ordinary Resolution (a "scrip dividend") in accordance with the following provisions of this Article 36A.

(2) The Ordinary Resolution may specify a particular dividend (whether or not already declared) or may specify all or any dividends declared within a specified period, but such period may not end later than five years after the date of the meeting at which the Ordinary Resolution is passed.

(3) The basis of allotment shall be decided by the Board so that, as nearly as may be considered convenient, the value of the further shares, is equal to the amount of the cash dividend which would otherwise have been paid (disregarding the amount of any associated tax credit).

(4) The Board shall give notice to the holders of Shares of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.

(5) The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with elections duly made and the Board shall capitalise a sum equal to the value of the shares to be allotted out of such sums available for the purpose as the Board may consider appropriate.

(6) The further shares so allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except as regards participation in the relevant dividend (in respect of which they are allotted).

(7) The Board may decide that the right to elect for any scrip dividend shall not be made available to Members resident in any territory where, in the opinion of the Board, compliance with local laws or regulations would be unduly onerous.

(8) The Board may do all acts and things as it considers necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any shares in accordance with the provisions of this Article 36A, and may make such provisions as it thinks fit for the case of any fractional entitlements (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the Members concerned and/or under which fractional entitlements are accrued and/or retained without interest and in each case accumulated on behalf of Members and such accruals or retentions are applied to the issue by way of bonus to or cash subscription on behalf of Members and/or provisions whereby cash payments may be made to Members in respect of their fractional entitlements).

(9) The Board may from time to time establish or vary a procedure for election mandates, under which a holder of Shares may, in respect of any future dividends for which a right of election pursuant to this Article 36A is offered, elect to receive shares in lieu of such dividend on the terms of such mandate.

(10) The Board shall not make a scrip dividend available unless the Company has sufficient unissued shares and amounts lawfully available to give effect to elections which could be made to receive that scrip dividend."

Dated 19 June 2013

By order of the board

For and on behalf of

Bedell Secretaries Limited

Company Secretary

Explanatory Notes on the business to be conducted at the annual general meeting

Resolution 1

The directors of the Company (the Directors) are required to lay the Company's accounts and related reports before the members at the AGM.

Resolutions 2 and 3

Crowe Clark Whitehill have expressed their willingness to continue to act as auditors to the Company. We are asking shareholders to reappoint them until the next annual general meeting of the Company. It is normal practice for a company's directors to be authorised to agree how much the auditors should be paid and Resolution 3 grants this authority to the Directors.

Resolutions 4, 5 and 6

A final dividend can only be paid if it is recommended by the directors and approved by the shareholders at a general meeting. The directors propose that a final dividend of 4p per ordinary share be paid on 30 September 2013 to ordinary shareholders who are on the Register of Members at the close of business on 26 July 2013. Shareholders are being offered the option to receive new ordinary shares in the Company as an alternative to cash in respect of this dividend, subject to Resolutions 5 and 6 being passed.

For the purposes of this resolution 4, the "Condition" is the receipt by the Company of the requisite approvals from the Chinese authorities to transfer the total cash funds required to the pay the dividend to those shareholders electing to receive their dividend in cash out of the People's Republic of China to Jersey and the Condition shall be deemed to be satisfied upon these approvals being given and the funds arriving in Jersey for distribution to shareholders.

Under the Company's Articles of Association, the directors may, with the authority of the Company in general meeting, offer to holders of ordinary shares the opportunity to elect to receive dividends in the form of new ordinary shares instead of cash. The directors wish to exercise this authority provide a Scrip Dividend Alternative on the terms and conditions described in the circular and accompanying booklet (entitled Scrip Dividend Alternative Booklet - Terms and Conditions) sent to shareholders today. The directors believe that the offer of the Scrip Dividend Alternative is advantageous to shareholders and allows shareholders to increase their shareholding in the Company in a simple manner without paying dealing costs or stamp duty. The new Article 36A proposed to be added to the Company's Articles by Resolution 6 contains additional provisions specific to "scrip dividends".