112
NOTICE OF ANNUAL GENERAL MEETING
provided that:
(1)
the aggregate number of shares (including shares to be issued in pursuance of the
Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this
Resolution shall not exceed fifty per centum (50%) of the total number of issued shares
(
excluding treasury shares
) in the capital of the Company (as calculated in accordance with
sub-paragraph (2) below), of which the aggregate number of shares to be issued other than
on a pro rata basis to shareholders of the Company shall not exceed twenty per centum
(20%) of the total number of issued shares (
excluding treasury shares
) in the capital of the
Company (as calculated in accordance with sub-paragraph (2) below);
(2)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of shares that may be issued under sub-paragraph (1)
above, the total number of issued shares (
excluding treasury shares
) shall be based on the
total number of issued shares (
excluding treasury 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 which are
outstanding or subsisting at the time of the passing of this Resolution; and
(c)
any subsequent bonus issue, consolidation or subdivision of shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with
the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Articles of Association of the Company;
and
(4)
unless revoked or varied by the Company in a general meeting, such authority shall continue
in force until the conclusion of the next Annual General Meeting (“
AGM
”) of the Company or
the date by which the next AGM of the Company is required by law to be held, whichever is
earlier.
[See Explanatory Note (i)]
(Resolution 7)
8.
Authority to issue shares under the Mencast Employee Share Option Scheme
That pursuant to Section 161 of the Companies Act, the Directors be authorised and empowered to
offer and grant options (“
Options
”) under the prevailing Mencast Employee Share Option Scheme
(the “
ESOS
”) and to issue from time to time such number of fully-paid Shares as may be required
to be issued pursuant to the exercise of Options, whether granted during the subsistence of this
authority or otherwise, provided always that the aggregate number of Shares to be allotted and
issued pursuant to the ESOS, when added to the number of Shares issued and issuable in respect
of all options granted or awards granted under any other share incentive schemes or share plans
adopted by the Company and for the time being in force, shall not exceed fifteen per centum (15%)
of the total number of issued Shares (excluding treasury shares) from time to time and that such
authority shall, unless revoked or varied by the Company in a general meeting, continue in force
until the conclusion of the next AGM or the date by which the next AGM is required by law to be
held, whichever is earlier.
[See Explanatory Note (ii)]
(Resolution 8)
