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NOTICE OF ANNUAL GENERAL MEETING
149
Annual Report 2013
at any time and upon such terms and conditions and for such purposes as the Directors may in
their absolute discretion deem fit provided that:
(i) the aggregate number of shares and convertible securities that may be issued shall not
be more than 50% of the issued shares in the capital of the Company (calculated in
accordance with (ii) below), of which the aggregate number of shares and convertible
securities issued other than on a pro rata basis to existing shareholders must be not more
than 20% of the issued shares in the capital of the Company (calculated in accordance
with (ii) below); and
(ii) for the purpose of determining the aggregate number of shares and convertible securities
that may be issued pursuant to (i) above, the percentage of issued share capital shall be
calculated based on the issued shares in the capital of the Company at the time of the
passing of this resolution after adjusting for (a) new shares arising from the conversion or
exercise of any convertible securities; (b) new shares arising from exercising share options
or vesting of share awards outstanding or subsisting at the time of the passing of this
resolution and (c) any subsequent consolidation or subdivision of shares; and
(iii) unless revoked or varied by ordinary resolution of the shareholders of the Company in
general meeting, this resolution shall remain in force until the next Annual General Meeting
of the Company or the date by which the next Annual General Meeting of the Company is
required by law to be held, whichever is earlier.” (See Explanatory Note 5)
9. Proposed Renewal of Shareholders’ Mandate for Recurrent Interested Person Transactions (Resolution 10)
(i) “That approval be and is hereby given for the renewal of the mandate for the purposes
of Chapter 9 of the Listing Manual of the SGX-ST, for the Company, its subsidiaries and
associated companies or any of them to enter into any of the transactions falling within the
types of Interested Person Transactions, particulars of which are set out in the Appendix
A (“Appendix”) to the Annual Report of the Company for the financial year ended 31
December 2013 with any party who is of the class of Interested Persons described in the
Appendix provided that such transactions are made on normal commercial terms and will
not be prejudicial to the interests of the Company and its minority shareholders and in
accordance with the review procedures set out in the Appendix;
(ii) That the Audit Committee of the Company be and is hereby authorised to take such
actions as it deems proper in respect of such procedures and/or to modify or implement
such procedures as may be necessary to take into consideration any amendment to
Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST
from time to time;
(iii) That the Directors of the Company be and are hereby authorised to complete and do
all such acts and things (including all such documents as may be required) as they may
consider expedient or necessary or in the interests of the Company to give effect to this
Resolution; and
(iv) That the authority conferred by this Resolution shall, unless revoked or varied by the
Company in general meeting, continue in force until the conclusion of the next Annual
General Meeting of the Company or the date by which the next Annual General Meeting of
the Company is required by law to be held, whichever is earlier.” (See Explanatory Note 6)
BY ORDER OF THE BOARD
Teo Meng Keong
Company Secretary
Singapore, 2 April 2014