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NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes:
i.
The Ordinary Resolution 7, if passed, will empower the Directors, to issue Shares, make or grant
Instruments up to a number not exceeding 50% of the total number of issued Shares (excluding
treasury shares), of which up to 20% may be issued other than on a pro-rata basis to shareholders
of the Company.
ii.
The Ordinary Resolution 8, if passed, will empower the Directors, to issue Shares pursuant to the
exercise of Options granted or to be granted under the ESOS. The aggregate number of Shares
which may be issued pursuant to the ESOS and any other share-based schemes (if applicable) shall
not exceed in aggregate (for the entire duration of the ESOS) fifteen per centum (15%) of the total
number of issued Shares (excluding treasury shares) from time to time.
iii.
The Ordinary Resolution 9, if passed, will empower the Directors to offer and grant Awards under
the Scheme in accordance with the provisions of the Scheme and to issue from time to time such
number of fully paid Shares as may be required to be issued pursuant to the vesting of the Awards
subject to the maximum number of Shares prescribed under the terms and conditions of the
Scheme. The aggregate number of Shares which may be issued pursuant to the Scheme and any
other share-based schemes (if applicable) shall not exceed in aggregate (for the entire duration
of the Scheme) fifteen per centum (15%) of the total number of issued Shares (excluding treasury
shares) from time to time.
iv.
The Ordinary Resolution 10 is to renew the Share Buy-Back Mandate and to permit the Company
to purchase or acquire Shares at the Maximum Price as defined in the Appendix attached. The
rationale for, the authority and limitation on, the sources of funds to be used for the purchase or
acquisition including the amount of financing and the financial effects of the purchase or acquisition
of Shares by the Company pursuant to the Share Buy-Back Mandate on the audited consolidated
financial accounts of the Group for the financial year ended 31 December 2014 are set out in greater
detail in the Appendix attached.
Notes:
1.
A Member entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to
attend and vote in his/her stead. A proxy need not be a Member of the Company.
2.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at
42E Penjuru Road, Mencast Central, Singapore 609161, not less than forty-eight (48) hours before
the time appointed for holding the AGM.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote
at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection,
use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the
processing and administration by the Company (or its agents) of proxies and representatives appointed for
the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists,
minutes and other documents relating to the AGM (including any adjournment thereof), and in order for
the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines
(collectively, the “
Purposes
”), (ii) warrants that where the member discloses the personal data of the
member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained
the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the
Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes,
and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims,
demands, losses and damages as a result of the member’s breach of warranty.
