Report of the proce: dings at the twenty-first ordinary general meeting held Friday, 23rd May, 1902, at the offices of the Compsny, 20, Cornhill, London, F.C.
Mr, James Macandrew, Chairman of the Board of Directors, presided.
The Chairman—Lhe Secretary will read the notice convening se meeting, and ako, in conformity wit. the New Act, the s' Report.
The Secretary (Mr.
Wells) read the notice according! and the Report of the Auditors, The Chairman—I_ should like to con-late the shareholders upon the excellent year, that we have had, (Hear, hear.) It is quite true that the cornines have not reached the ugure of 1900, which was @ very exceptional year indeed, such as we could only expect to sce at rare intervals. Nevertheless, the amount at credit of steamers' earnings in 1001 is siily satisfactory. It has enabled us to pay a 10 per cent dividend, to add £30,000 to the General Reserve, and to carry forward upwards of £17,000 to next year's accounts. The reason why no bonus was declared on this occasion, was that the money was required for our building programme, for which we have also utilised the balances of Reserve Account and Underwriting Account.
We have thought it expedient to write our assets in China down to Is. 8d, per dollar, owing to the lower rates of exchange current. since the commencement of this year, and for present purposes this is quite a safe basis, It is impossible to foresee what silver may go to in future, Dut already there has been some reaction from the lowest rate of exchange. If the average of 1902 should show any advance on Is. 8d., Exchange Reserve Account will benefit. by it.
The Compang's fleet has been tained in the highest state of olficiency throughout the Having had an opportunity of realising some of our older steamers, we have disposed of three vessels, two of them since 31st December last. We continue the policy of developing the fleet, and you will have noticed with satisfaction the important position it has now attained with nearly 75.000 tons of shipping. Three voss were added in 1901, and of the 1902 list one steamer ha' left for China, a second the eve of dispatch, and two are in course of construction. These are all of improved types for the various trades required, and will constitute a very satisfactory addition to our fleet.
Vor these developments funds are necoasaty, and though we have had no difficulty in negotiating loans, we do not wish to rely on borrowing. To use the funds of our own proprietors would be preferable, and as no increase of the paid-up capital has been made since the Compan; was first started, the—irectors think it is now time to provide capital for the additional tonnage. They are empowered by the Articles of Association. to issue shares cither ordinary, or preference when they see it necessary' or expedient to do so: but the matter is now brought before you that you may give your sanction to the course proposed. Cumulative Preference Shares, as mentioned in the Report, appeal to a considerable class of investors who prefar_a rixed income, jand at the same time the proposal suits the Ordinary Shareholders, inasmuch as the additional capital required by the Company is obtained at a reasonable rate. I think, therefore, this scheme will be approved by the Shareholders. The total amount, £500,000, may appear large, but that sum will not be issued for the present, nor so far as we can sce for a long time to come, and the immediate issue for this year's building programme will be only a moderate one, of which notice will be sent to the Shareholders.
The only other matter I have to refer to is the case- of the Kowshing's, for so many sears the subject of correspondence with the Government. They have recently informed us that there is now some chance of the Chinese consenting to a settlement, and the negotiations are to take place at Peking, which we have always advocated. trust, therefore, that this outstanding item may shortly disappear from our accounts.
hope the Shareholders will be well satisfied with the dividend declared, which we shall do our best to maintain. The earnings at the commencement of this so good as before. but are now more settled, and the political position has, cvatly improved. (Applavse.)
With these observations T beg to move:
That the Report of the Directors and the Accounts for the year 1901, as present ed, be approved and passed." If any information is required with regard to the items of the Accounts, I shall be happy to give it.
it, William Keswick, M.P.—Gentlemen, T have pleasure in seconding the resolution, which has just been proposed by the Chairman.
The Chairman—Well, gentlemen, if there are no remarks to be made, T shall put the resolution to the Meeting.
Phe motion was then put to the Mecting and carried unanimously.
The Chairman—Th second resolution is: "That the final di idend of 6 per cent recommended in the report, be and is lite by declared payable on the 24th inst. "Mr. E, F. Alford—I beg to second that.
Pho Chairman—That dividend of 6 per cout is in addition to the 4 per cent already paid, making 10 per cent all.
The resolution was then put to the and carried.
W. Paterson—I bez to propose fr. William "That the retiring Directors.
Mr. ervon—Macandrew, be Keswick and Mr. James re-elected.
Mr. Alford—I have much pleasure in seconding that.
The motion was put and carried.
Mr. F. B. Eastwood—t beg to proper <phat the Auditors. Messrs. Turquand, Youngs and Ca.. be re-elected.
Vit. Edward Sawer—T have great leasure in seconding that.
The motion was also agreed T. Manger—Might T ask one question with regard_ to the unissued Ordinary Shares? There are some 10. of them, and is there any intention to hem before you issue Prefer-
No. at present there is no idea.
The Board have con dered it better tha thor should raise the money by the ise of fire per cent Cumulative Preference Shares. rather than than make an increase of the Ordinary capital, upon tchich we are bound. to pay the whole di-ridend. 1 think the Shareholders will rather concur in the propriety of that view. r—Can you foreshadow amount of the Cumulative Shares: will be issued The Chairman—At the present ment I cannot say, but it will not bea very large amount. resolution has been dratted by the Seliettors or the Company with respect to the isto of the Pre-lerénce Shares, to which we ask your sanction, and 1s as follows: That 30,000 shares of £10 each, being unissued shares tormung part of the Company's existing nominal Capital of £1,200,000, be issued as Preference Shares at sud time or times as the Board may from time to time determine and with and subject to the following rights and conditions, that is to cay 1. The said Preference Shares shall confer on the holders thereof the right to receive out of such profits of the Company as in the opinion of the Directors may from time to tim: be available for divi-dands, accwaulative preferential dividend at the rate of 5 per cent per annum on the amount for the time being paid up on such shares in priority to the divide: Js on any other shares in the Company; but the said Preference Shares shall wot con~ for on the holders thereof any priority as regards Capital or any further right to participate in the profits of the Company.
2. Notwithstanding the issue ofthe said Preference Shares, the Board may, from time to time, pay interim dividend on any other shires of the Company at any ume or times when the said Prefer~ shall not be in arrear and when, in the opinion of the Board, the position of the Company justifies such, payment, 3. All or any of the said rights attached to the said Preference Shares be affected, altered, modified, commuted, cancelled, or dealt with in any manner with the consent in writing of the holders of not less than two-thirds of such of the same shares as shall for the time being have been issued or with the sanction of an Extraordinary Resolution (as defined by section 129° of the Companies Acts, 1862) passed at a separate meeting of the holders of the said Preference Shares. To ang such separate meeting all the provisions of the Company's regulations for the time being applicable" to Gener: Meetings of the Company shall mut mutandis apply, but so that the necessary quorum shall be members of the Company holding or representing by proxy three-fourths of the Capital paid up on sitch of the said Preference Shares aS shall for the time being have been isted."
The Articles of Association of the Company enable the Directors to issue these shares as being part of the original Pro: pects, but we desire to have your <anction to it. I am afraid the resolution looks 'a little complicated in its legal form, but the object you will readily" understand. Te ie to obtain the funds that are absolutely necessary for the increase and de~ velopment of the leet. and to obtain these at the lowest cost and in the best possible w T hope, therefore, the resolution submitted to you to-day will meet with your concurrence. tlemen, in <ceonding the resolution. which has just been read and proposed by the Chairman, T would remark that there i< no likelihood whatever of ang large sum being immediately, in this year, called up on these Prefrenee Share=, Our building programme mist necessarily be framed upon the te-quirements of the trade. We have, as the Chairman mentioned. several steamers in course of construction, One is loading to-day and one has recently left. For such additions naturally we require money, Dur as respects the amount that will be required this year and_T should think well into next year, £150,000 would meet the case. But it is not our intention to have idle money, and if funds are required there will he an issue. The hope is that by issuing these Preference Shares
Text read from the printed page and cleaned; old type leaves the occasional error.