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Microcap & Penny Stocks : Advanced Gravis Computer Technology Ltd.
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To: Savvy who wrote (1689)1/6/1997 11:28:00 PM
From: GraviShareholders   of 1780
 
DISSENT RIGHT vs DISSENTING SHAREHOLDER vs PROXY VOTE.

Dissent Right--the right of dissent and appraisal set out in Article 3
of the Plan of Arrangement.

Dissenting Shareholder--a Shareholder whose name is entered in the Company's
register of members as of the Record Date and who has validly exercised the
Dissent Right in respect of the Arrangement in strict compliance with Article
3 of the Plan of Arrangement.

A VOTE AGAINST THE ARRANGEMENT RESOLUTION OR THE EXECUTION OR EXERCISE OF A PROXY
DOES NOT CONSTITUTE A NOTICE OF DISSENT

Fixing the Price Paid to Dissenting Shareholders--Any Dissenting Shareholder
who has complied with the terms of the Dissent Right, or the Company, may apply to
the Court to (i) fix the purchase and sale price for the Common Shares in respect
of which a Notice of Dissent has been given, or (ii) order that the price be
established by arbitration. The purchase and sale price will be the fair market
value of the Common Shares as of the day before the Arrangement Resolution was passed.

To be valid, a Notice of Dissent must be completed in accordance with the
instructions set out in Article 3 of the Plan of Arrangement and:

(i) state that such Shareholder is exercising the Dissent Right, and

(ii) specifiy the number of Common Shares in respect of which such Shareholder is exercising the Dissent Right.

Said Dissent Right must be received not later than 48 hours before the Meeting by registered mail.
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