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NOTICE IS HEREBY GIVEN that the Annual General Meeting of MTQ Corporation Limited (“the
Company
”) will be held
at Carlton Hotel, Empress Ballroom 4, Level 2, 76 Bras Basah Road, Singapore 189558 on Friday, 25 July 2014 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 fnancial
year ended 31 March 2014 together with the Independent Auditors’ Report thereon.
(Resolution 1)
2.
To declare a fnal dividend of S$0.02 (one-tier, tax-exempt) per ordinary share for the fnancial year ended 31 March
2014. (2013: 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 Kok Kim
(Resolution 3)
Mr. Nicholas Campbell Cocks
(Resolution 4)
Mr. Kuah Kok Kim will, upon re-election as a Director of the Company, remain as the Chairman of the Board.
Mr. Nicholas Campbell Cocks will, upon re-election as a Director of the Company, remain as a member of the
Remuneration Committee. Mr. Nicholas Campbell Cocks will be considered as an Independent Director and will
remain as the Lead Independent Director.
4.
To re-appoint Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fx 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$320,000 (2014: S$300,000) for the fnancial year ending 31 March
2015, to be paid quarterly in arrears. [See Explanatory Note (ii)]
(Resolution 6)
To consider and if thought ft, to pass the following resolutions as Ordinary Resolutions, with or without any modifcations:
7.
Authority to issue shares
That pursuant to Section 161 of the Companies Act, Chapter 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 ft; and
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NOTICE OF ANNUAL GENERAL MEETING