EXPLANATORY NOTES:
(i)
The effect of the Ordinary Resolutions 5 and 6 proposed in item 4 above, are to re-appoint directors of the Company who are
over 70 years of age and if passed, they will hold office until the next Annual General Meeting. Such re-appointment of directors
will no longer be subject to shareholders’ approval under Section 153(6) of the Companies Act, Cap. 50 as repealed when
the Companies (Amendment) Act 2014 comes into force. The director will then be subject to retirement by rotation under the
Company’s Articles of Association.
(ii)
The Ordinary Resolution 8 proposed in item 7, if passed, will authorise the Directors of the Company to pay Directors’ fees for
the year ending 31 March 2016 to Directors quarterly in arrears.
(iii)
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, 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 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.
(v)
The Ordinary Resolution 11 proposed in item 10 above, if passed, will empower the Directors of the Company from the date of
the above meeting until the next Annual General Meeting, to grant awards under the MTQ Share Plan in accordance with the
provisions of the MTQ Share Plan and to issue or transfer from time to time such number of fully-paid shares pursuant to the
vesting of the awards under the MTQ Share Plan subject to the maximum number of shares prescribed under the terms and
conditions of the MTQ Share Plan. The aggregate number of ordinary shares which may be issued pursuant to the MTQ Share
Plan, all other share option scheme and any other shares scheme is limited to 15% of the total issued shares capital (excluding
treasury shares) of the Company from time to time.
(vi)
Ordinary Resolution 12 proposed in item 11 above is to authorise the Directors from the date of the above meeting until the
earliest of (i) the date on which the next AGM of the Company is held or required by law to be held, (ii) the date on which the
purchases or acquisitions by the Company pursuant to this mandate are carried out to the full extent mandated; or (iii) the
date on which the authority conferred by this mandate is varied or revoked by Shareholders in general meeting, to purchase or
otherwise acquire issued ordinary shares in the capital of the Company by way of on-market purchases or off-market purchases
of up to 10% of the total number of issued ordinary shares (excluding treasury shares) in the capital of the Company. For more
information on this Resolution, please refer to the Appendix dated 30 June 2015, attached to this Annual Report.
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 Office of the Company at 182 Pandan Loop, Singapore
128373, not less than forty-eight (48) hours before the time fixed for holding the Meeting.
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NOTICE OF ANNUAL GENERAL MEETING
