Page 126 - ar2013

NOTICE OF ANNUAL GENERAL MEETING
MTQ Corporat ion Limi ted Annual Repor t 2012/13 124
NOTICE IS HEREBY GIVEN that the Annual General Meeting of MTQ Corporation Limited (“the Company”) will be held at Carlton
Hotel, Empress Ballroom 3, Level 2, 76 Bras Basah Road, Singapore 189558 on Friday, 26 July 2013 at 10.00 a.m. for the following
purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and the Audited Financial Statements of the Company for the year ended 31
March 2013 together with the Independent Auditors’ Report thereon. (Resolution 1)
2. To declare a final dividend of S$0.02 (one-tier, tax-exempt) per ordinary share for the financial year ended 31 March 2013.
(2012: S$0.02 per ordinary share one-tier, tax-exempt).
[See Explanatory Note (i)] (Resolution 2)
3. To re-elect the following Directors of the Company retiring pursuant to Article 91 of the Company’s Articles of Association:
Mr. Kuah Boon Wee (Retiring under Article 91) (Resolution 3)
Mr. Christopher Ho Han Siong (Retiring under Article 91) (Resolution 4)
Mr. Christopher Ho Han Siong will, upon re-election as a Director of the Company, remain as a member of the Audit
Committee. Mr. Christopher Ho Han Siong will be considered as an Independent Director.
4. To re-appoint Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fix their remuneration.
(Resolution 5)
5. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
6. To approve the payment of Directors’ fees of S$300,000 (2013: S$270,000) for the financial year ending 31 March 2014, to
be paid quarterly in arrears. [See Explanatory Note (ii)] (Resolution 6)
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7. Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited, the Directors of the Company be authorised and empowered to:
(a) (i) issue shares in the Company (“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,