EXPLANATORY NOTES:
(i)
The Ordinary Resolution 7 proposed in item 6, if passed, will authorise the Directors of the Company to pay Directors’ fees for
the year ending 31 March 2017 to Directors quarterly in arrears.
(ii)
The Ordinary Resolution 8 in item 7 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.
(iii)
The Ordinary Resolution 9 proposed 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 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.
(iv)
The Ordinary Resolution 10 proposed in item 9 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.
(v)
The Ordinary Resolution 11 proposed in item 10 above, if passed, will authorise the Directors of the Company from the date
of this Annual General Meeting until 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 the date on which the authority contained in the Share
Buyback Mandate is varied or revoked by the Company in a general meeting or the date on which Share Buybacks are carried
out to the full extent mandated, whichever is the earliest, to purchase or otherwise acquire ordinary shares in the capital of the
Company by way of market purchases or off-market purchases on equal access scheme of up to ten per centum (10%) of the
total number of issued shares (excluding treasury shares) in the capital of the Company at the price of up to but not exceeding
the Maximum Price as defined in the Appendix. The rationale for, the authority and limitation on, the sources of funds to be
used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of
ordinary shares by the Company pursuant to the Share Buyback Mandate on the audited consolidated financial statements of
the Company for the financial year ended 31 March 2016 are set out in greater detail in the Appendix.
139
MTQ CORPORATION LIMITED
NOTICE
OF ANNUAL GENERAL MEETING
