Page 120 - ar2012

MTQ Corporation Limited
Financial Report / 118
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 ft; 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,
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 ffty 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 Singapore Exchange Securities Trading Limited) 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 Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the
Singapore Exchange Securities Trading Limited) 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 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 (iii)] (Resolution 8)
8. Authority to issue shares under The MTQ Corporation Executives’ Share Option Scheme 2003
That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be authorised and empowered to
offer and grant options in accordance with the provisions of the prevailing The MTQ Corporation Executives’ Share Option Scheme
2003 (“the Scheme”) and to issue from time to time such number of shares in the capital of the Company as may be required to be
issued pursuant to the exercise of options granted by the Company under the Scheme, whether granted during the subsistence of
this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be issued pursuant to the
Scheme shall not exceed ffteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital
of the Company 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 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 (iv)] (Resolution 9)
NOTICE OF
ANNUAL GENERAL MEETING