NOTICE OF ANNUAL GENERAL MEETING
Financial Statements
151
Annual Report 2014
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
(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 2014 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 2015
(Resolution 10)
