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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Mencast Holdings Ltd. (the “
Company
”) will
be held at 42B Penjuru Road, Level 2 Auditorium, Singapore 609163 on Monday, 27 April 2015 at 10.00 a.m.
for the following purposes:
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the
financial year ended 31 December 2014 together with the Independent Auditor’s Report thereon.
(Resolution 1)
2.
To declare a first and final 1-tier tax exempt dividend of 1 cent per ordinary share in the capital of
the Company for the financial year ended 31 December 2014 (previous year: 1 cent per ordinary
share).
(Resolution 2)
3.
To re-elect the following directors of the Company (“
Directors
”) retiring pursuant to Article 89 of the
Articles of Association of the Company:
Mr Sim Soon Ngee Glenndle
(Resolution 3)
Mr Wong Boon Huat
(Resolution 4)
4.
To approve the payment of Directors’ fees of S$225,920 for the financial year ended 31 December
2014 (previous year: S$219,967).
(Resolution 5)
5.
To re-appoint Nexia TS Public Accounting Corporation as the Independent Auditor of the Company
and to authorise the Directors to fix their remuneration.
(Resolution 6)
6.
To transact any other ordinary business which may properly be transacted at an Annual General
Meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without
any modifications:
7.
Authority to issue shares in the capital of the Company (“Shares”)
That pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore (“
Companies Act
”) and
Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“
SGX-ST
”),
the Directors of the Company be authorised and empowered to:
(a)
(i)
issue shares whether by way of rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require shares to be issued, including but not limited to the creation and issue
of (as well as adjustments to) options, warrants, debentures or other instruments
convertible into shares, at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors of the Company may in their absolute
discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force)
issue shares in pursuance of any Instruments made or granted by the Directors of the
Company while this Resolution was in force,
