NOTICE OF ANNUAL GENERAL MEETING
132
AS SPECIAL BUSINESS
7.
To approve the payment of Directors’ fees of S$320,000 (2015: S$320,000) for the year ending 31 March 2016, to be
paid quarterly in arrears. [See Explanatory Note (ii)]
(Resolution 8)
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
8.
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,
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 fifty 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
