NOTICE IS HEREBY GIVEN that the Sixteenth Annual General
Meeting of the Company will be held at 514 Chai Chee Lane,
#05-05/06, Bedok Industrial Estate, Singapore 469029 on
Thursday,
26 April 2012 at 9.30 a.m. for the following purposes:
1. To receive and adopt the audited accounts of the Company
for the financial year ended 31 December 2011 and the report
of the Directors and Auditors
thereon. (Resolution 1)
2. To re-elect the following Director retiring under Article
91 of the Company's
Articles of Association:
i. Mr Chiam Teck Hock Cecil; and (Resolution 2)
ii. Mr Chia Soon Loi (Resolution 3)
Note:
i. Mr Chiam Teck Hock Cecil will, upon re-election as a Director of the
Company, continue as the Chairman of the Audit Committee
ii Mr Chia Soon Loi will, upon re-election as a Director of the Company, continue as a member of the Audit Committee
3. To approve Directors' fees of S$165,000 for the financial
year ended 31
December 2011. (Resolution 4)
4. To re-appoint Ernst & Young as the Company's Auditors and
to authorise the
Directors to fix their remuneration. (Resolution 5)
5. To transact any other business that may be transacted at
an Annual General
Meeting.
6. To consider and, if thought fit, to pass the following
resolution as an Ordinary
Resolution, with or without modifications:
"That pursuant to Section 161 of the Companies Act, Cap. 50
and the listing rules of the Singapore Exchange Securities
Trading Limited, authority be and is hereby given to the
Directors to allot and issue:
(i) Shares in the capital of the Company (whether by way of
bonus, rights or otherwise); or
(ii) convertible securities; or
(iii) additional convertible securities arising from
adjustments made to the number of convertible securities
previously issued in the event of rights, bonus or capitalism
issues; or
(iv) shares arising form the conversion of convertible
securities in (ii) and (iii)
above,
at any time and upon such terms and conditions and for such
purposes as the Directors may in their absolute discretion
deem fit provided that the aggregate number of shares and
convertible securities to be issued pursuant to this
Resolution does not exceed fifty per cent (50%) of the total
number of issued shares excluding treasury shares or such
other limit as may be prescribed by the Singapore Exchange
Securities Trading Limited as at the date of this Resolution,
of which the aggregate number of shares and convertible
securities to be issued other than on a pro-rata basis to
shareholders of the Company does not exceed twenty per cent
(20%) of the total number of issued shares excluding treasury
shares or such other limit as may be prescribed by the
Singapore Exchange Securities Trading Limited as at the date
of this Resolution, and, unless revoked or varied by the
Company in general meeting, such authority shall continue in
force until the conclusion of the next Annual General Meeting
or the expiration of the period within which the next Annual
General Meeting of the Company is required by law to be held,
whichever is the earlier. For the purpose of determining the
aggregate number of shares that may be issued pursuant to
this Resolution, the percentage of the total number of issued
shares excluding treasury shares is based on the total number
of issued shares excluding treasury shares at the date of
this Resolution after adjusting for new shares arising from
the conversion of exercise of any convertible securities or
employee stock options in issue as at the date of this
Resolution and any subsequent consolidation or subdivision of
the Company's shares."
[See Explanatory Note (i)] (Resolution 6)
By Order of the Board
Ong Beng Hong/Tan Swee Gek
Joint Company Secretaries
10 April 2012
(i) The Ordinary Resolution 6 proposed in item 6 above, if passed, will empower the Directors from the passing of the above Meeting until the date of the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied or revoked by the Company in general meeting, whichever is the earlier, to allot and issue shares and convertible securities in the Company up to an amount not exceeding, in total, 50% of the issued share capital of the Company at the time of passing of this resolution, of which up to 20% may be issued other than on a pro-rata basis to shareholders.
Notes:
1) A member entitled to attend and vote at the Annual General
Meeting is entitled to appoint a proxy or proxies (not more
than two) to attend and vote on his/her behalf. A proxy need
not be a member of the Company.
2) The instrument appointing a proxy or proxies must be under
the hand of the appointor or of his/her attorney duly
authorised in writing. Where the instrument appointing a
proxy or proxies is executed by a corporation, it must be
executed either under its seal or under the hand of an
officer or attorney duly authorised.
3) The instrument appointing a proxy or proxies must be
deposited at the registered office of the Company at 514 Chai
Chee Lane, #05-05/06, Bedok Industrial Estate, Singapore
469029 at least 48 hours before the time fixed for the
Meeting.
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