Page 122 - ar2012

MTQ Corporation Limited
Financial Report / 120
Explanatory Notes:
(i) The Directors have announced on 7 May 2012 via SGXNet that the MTQ Corporation Limited Scrip Dividend Scheme, adopted by
the Company on 2 July 2004, shall apply to the fnal dividend of S$0.02 (one-tier, tax-exempt) per ordinary share for the fnancial
year ended 31 March 2012.
(ii) The Ordinary Resolution 7 proposed in item 6, if passed, will authorise the Directors of the Company to pay Directors’ fees for the
year ending 31 March 2013 to Directors quarterly in arrears.
(iii) The Ordinary Resolution 8 in item 7 above, if passed, will empower the Directors of the Company, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares,
make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding,
in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20% may
be issued other than on a pro-rata basis to shareholders.
For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares)
will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time
this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities
or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed
and any subsequent bonus issue, consolidation or subdivision of shares.
(iv) The Ordinary Resolution 9 in item 8 above, if passed, will empower the Directors of the Company, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares
in the Company pursuant to the exercise of options granted or to be granted under the Scheme up to a number not exceeding in
aggregate (for the entire duration of the Scheme) ffteen per centum (15%) of the total number of issued shares (excluding treasury
shares) in the capital of the Company from time to time.
(v) The Ordinary Resolution 10 proposed in item 9 above, if passed, will empower the Directors of the Company, effective 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 or when varied or revoked by the Company in a general meeting, whichever is the earlier, to
issue shares in the Company from time to time pursuant to the MTQ Corporation Limited Scrip Dividend Scheme to shareholders
who, in respect of a qualifying dividend, have elected to receive shares in lieu of the cash amount of that qualifying dividend.
Notes :
1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy or proxies to
attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. A Member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.
3. The instrument appointing a proxy must be deposited at the Registered Offce of the Company at 182 Pandan Loop, Singapore
128373 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
NOTICE OF
ANNUAL GENERAL MEETING