(b)
off-market purchase(s) (“
Off-Market Purchase
”) if effected otherwise than on the SGX-ST in
accordance with any equal access scheme(s) (as defined in Section 76C of the Companies Act) as
may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy
all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the
time being be applicable, be and is hereby authorised and approved generally and unconditionally (the
“
Share Buyback Mandate
”);
(2)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the
Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from
time to time during the period commencing from the date of the passing of this Resolution and expiring on
the earliest of:
(a)
the date on which the next Annual General Meeting of the Company is held or required by law to be
held;
(b)
the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share
Buyback Mandate are carried out to the full extent mandated; or
(c)
the date on which the authority conferred by the Share Buyback Mandate is revoked or varied by
Shareholders in a general meeting;
(3)
in this Resolution:
“
Maximum Price
”, in relation to a Share to be purchased, means the purchase price (excluding brokerage,
stamp duties, applicable goods and services tax and other related expenses) which shall not exceed:
(a)
in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
(b)
in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Highest
Last Dealt Price;
“
Prescribed Limit
” means that number of issued Shares representing 10% of the total number of issued
Shares as at the date of the passing of this Resolution (excluding any Shares which are held by the Company
as treasury shares as at that date);
“
Average Closing Price
” means (i) the average of the closing market prices of the Shares over the last
five (5) market days on the SGX-ST, on which transactions in the Shares were recorded, preceding the day
of the Market Purchase; and (ii) deemed to be adjusted for any corporate action which occurs after the
relevant 5-day period;
“
Highest Last Dealt Price
” means the highest price transacted for a Share as recorded on the SGX-ST on
the market day on which there were trades in the Shares immediately preceding the day of the making of
the offer pursuant to the Off-Market Purchase;
“
day of the making of the offer
” means the day on which the Company announces its intention to make an
offer for the purchase of Shares from shareholders of the Company, stating the purchase price (which shall
not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant
terms of the equal access scheme for effecting the Off-Market Purchase; and
“
market day
” means a day on which the SGX-ST is open for trading in securities; and
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NOTICE OF ANNUAL GENERAL MEETING
