GLOBAL LOGISTIC PROPERTIES LTD
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of GLOBAL LOGISTIC PROPERTIES LIMITED
(the "Company") will be held at Concorde Ballroom, Level 3, Concorde Hotel Singapore, 100 Orchard Road, Singapore
238840 on Wednesday, 29 July 2015 at 11.00 a.m. for the following purposes:
1. To receive and adopt the Directors' Report and the Audited Financial Statements for the year ended 31 March
2015 together with the Auditors' Report thereon. (Resolution 1)
2. To declare a final one-tier tax-exempt dividend of S$0.055 per share for the year ended 31 March 2015.
3. To re-elect the following Directors, each of whom will retire by rotation pursuant to Article 91 of the Articles of
Association of the Company and who, being eligible, offer themselves for re-election:
(a) Mr. Steven Lim Kok Hoong (Resolution 3) (b) Dr. Dipak Chand Jain (Resolution 4) (c) Mr. Lim Swe Guan (Resolution 5)
[See Note (5)]
4. To re-appoint Mr. Paul Cheng Ming Fun, pursuant to Section 153(6) of the Companies Act, as a Director of the
Company to hold office from the date of this AGM until the next AGM of the Company.
[See Note (6)] (Resolution 6)
5. To re-appoint Mr. Yoichiro Furuse, pursuant to Section 153(6) of the Companies Act, as a Director of the Company to hold office from the date of this AGM until the next AGM of the Company.
[See Note (7)] (Resolution 7)
6. To approve Directors' fees of US$2,700,000 for the financial year ending 31 March 2016. (2015: US$2,500,000).
[See Note (8)] (Resolution 8)
7. To re-appoint Messrs. KPMG LLP as the Company's Auditors and to authorise the Directors to fix their remuneration. (Resolution 9)
To consider and if thought fit, to pass with or without modification, the following resolutions as Ordinary Resolutions:
8. Authority to issue shares
That pursuant to Section 161 of the Companies Act, authority be and is hereby given to the Directors of the
Company to:
(a) (i) issue shares in the capital of 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) 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 Instrument made or granted by the Directors of the Company while this Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution and any adjustment effected under any relevant instrument) does 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 (including shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) does not exceed ten per centum (10%) 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 manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited ("SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed, after adjusting for:
(a) 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 this Resolution is passed; and
(b) 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 SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in a general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
[See Note (9)] (Resolution 10)
9. Authority to issue shares under the GLP Performance Share Plan and GLP Restricted Share Plan
That the Directors of the Company be and are hereby authorised to:
(a) grant awards in accordance with the provisions of the GLP Performance Share Plan and/or the GLP Restricted Share Plan (collectively the "Share Plans"); and
(b) allot and issue from time to time such number of fully-paid ordinary shares in the capital of the Company as may be required to be issued pursuant to the vesting of the awards granted or to be granted under the Share Plans,
provided always that the aggregate number of (i) new ordinary shares allotted and issued and/or to be allotted and issued, and (ii) existing ordinary shares (including shares held in treasury) delivered and/or to be delivered, pursuant to the Share Plans shall not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.
[See Note (10)] (Resolution 11)
10. The Proposed Renewal of the Share Purchase Mandate
That:
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares fully paid in the capital of the Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(i) on-market purchases (each a "Market Purchase") on the SGX-ST; and/or
(ii) off-market purchases (each an "Off-Market Purchase") effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) 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, regulations, including but not limited to, the provisions of the Companies Act and the listing 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 Purchase Mandate");
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the Company 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:
(i) the date on which the next AGM of the Company is held;
(ii) the date by which the next AGM of the Company is required by law to be held; or
(iii) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share
Purchase Mandate are carried out to the full extent mandated;
(c) in this Resolution:
"Maximum 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 as treasury shares as at that date); and
"Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, stamp duties, applicable goods and services tax, clearance fees and other related expenses) which shall not exceed:
(i) in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
(ii) in the case of an Off-Market Purchase, 110% of the Average Closing Price of the Shares, and
for the above purposes:
"Average Closing Price" means the average of the last dealt prices of a Share for the five consecutive market days (a "market day" being a day on which the SGX-ST is open for trading in securities) on which transactions in the Shares were recorded, in the case of Market Purchases, before the day on which the purchase or acquisition of Shares was made, or in the case of Off-Market Purchases, before the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted in accordance with the rules of the Listing Manual of the SGX-ST for any corporate action that occurs after the relevant five-day period; and
"date of the making of the offer" means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from holders of Shares, stating therein 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
(d) the Directors of the Company and/or any of them be and are/is hereby authorised to complete and do all such acts and things (including without limitation, executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interest of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.
[See Note (11)] (Resolution 12)
By Order of the Board
Julie Koh Ngin Joo
Company Secretary
Singapore
1 July 2015
(1) The Chairman of this AGM will be exercising his right under Article 61 of the Company's Articles of Association to demand a poll in respect of each of the resolutions to be put to vote of members at the AGM and at any adjournment thereof. Accordingly, each resolution at the AGM will be voted on by way of a poll.
(2) A member entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Where a member appoints more than one proxy, he shall specify the proportion of his shareholdings to be represented by each proxy.
(3) The instrument appointing a proxy must be deposited at the registered office of the Company at 50 Raffles Place,
#32-01 Singapore Land Tower, Singapore 048623 not less than forty-eight (48) hours before the time appointed
for holding the AGM.
(4) Resolutions 3 to 7 - Detailed information on these Directors can be found under the Board of Directors and Corporate Governance Report sections in the Annual Report 2015. These Directors have no relationships (including immediate family relationships) with each other or with the other Directors, the Company or its 10% shareholders.
(5) In relation to Ordinary Resolutions 3, 4 and 5, Mr. Steven Lim Kok Hoong will upon re-election, continue to serve as Chairman of the Audit Committee ("AC") and member of the Human Resource and Compensation Committee ("HRCC"). He is considered by the Nominating and Governance Committee ("NGC") to be an independent Director; Dr. Dipak Chand Jain will upon re-election, continue to serve as Chairman of the NGC and member of the HRCC. He is considered by the NGC to be an independent Director; and Mr. Lim Swe Guan will upon re- election, continue to serve as member of the AC and the Investment Committee ("IC"). He is considered by the NGC to be an independent Director.
(6) In relation to Ordinary Resolution 6, Mr. Paul Cheng Ming Fun, a Director of the Company who is over 70 years of age, will upon re-appointment, continue to serve as member of the AC and the NGC. He is considered by the NGC to be an independent Director.
(7) In relation to Ordinary Resolution 7, Mr. Yoichiro Furuse, a Director of the Company who is over 70 years of age, will upon re-appointment, continue to serve as member of the NGC and the IC. He is considered by the NGC to be an independent Director.
(8) Ordinary Resolution 8 is to approve non-executive Directors' fees for the financial year ending 31
March 2016 comprising a basic retainer, additional fees for appointment to and chairing of Board Committees,
attendance fees and share awards under the GLP Restricted Share Plan. Detailed information on the increase
of non-executive Directors' fees can be found under the Corporate Governance Report section (page 68 of the
Annual Report 2015).
(9) Ordinary Resolution 10, if passed, will empower the Directors of the Company to issue shares in the capital of the Company, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in total, fifty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (the "50% Limit"), with a sub-limit ("Sub-Limit") of ten per centum (10%) for issues other than on a pro-rata basis to shareholders.
For determining the aggregate number of shares that may be issued, the percentage of issued 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 (a) new shares arising from the conversion or exercise of any convertible securities or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares.
Although the Listing Manual of the SGX-ST enables the Company to seek a mandate to permit its Directors to issue shares up to the 50% Limit if made on a pro-rata basis to shareholders, and up to a Sub-Limit of twenty per centum (20%) if made other than on a pro-rata basis to shareholders, the Company is nonetheless only seeking a Sub-Limit of ten per centum (10%). The Company believes that the lower Sub-Limit of ten per centum (10%), for the issue of shares made other than on a pro-rata basis to shareholders, is sufficient for FY2016 and the Company will review this Sub-Limit annually.
(10) Ordinary Resolution 11, if passed, will empower the Directors of the Company to offer and grant awards under the Share Plans in accordance with the provisions of the Share Plans and to allot and issue from time to time such number of fully-paid shares as may be required to be allotted and issued pursuant to the vesting of such awards under the Share Plans provided that the aggregate number of (i) new ordinary shares allotted and issued and/or to be allotted and issued, and (ii) the existing ordinary shares (including treasury shares) delivered and/or to be delivered, pursuant to awards granted under the Share Plans shall not exceed 10% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time. The maximum level allowable, across the entire duration of the Share Plans, is 15% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time (the "Overall Limit"). The Directors believe that the lower level of 10% in Resolution 11 is adequate for the Company's current needs. The approval of shareholders may be sought at any subsequent AGM of the Company for another level, including a higher level up to the full extent of the Overall Limit, if then considered appropriate.
Nonetheless, the Directors currently do not intend, in any given financial year, to grant awards under the Share Plans which would comprise more than 1% of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time (the "Yearly Limit"). Should the Yearly Limit not be fully utilised in any given financial year, the unutilised balance will be rolled forward and may be used by the Directors in subsequent years to make grants of awards under the Share Plans. Resolution 11 is independent from Resolution 10 and the passing of Resolution 11 is not contingent on the passing of Resolution 10.
(11) Ordinary Resolution 12 is to approve the renewal of the Share Purchase Mandate which was renewed at the AGM of the Company on 17 July 2014. The Company may use internal sources of funds and/or external borrowings to finance the purchase or acquisition of its Shares. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of Shares purchased or acquired and the price at which such Shares were purchased or acquired and whether the Shares purchased or acquired are held in treasury or cancelled.
Based on the existing issued and paid-up Shares of the Company as at 2 June 2015 (the "Latest Practicable Date") and excluding any Shares held in treasury, the purchase by the Company of 10% of its issued Shares will result in the purchase or acquisition of 484,075,455 Shares.
Assuming that the Company purchases or acquires 484,074,455 Shares at the Maximum Price; in the case of Market Purchases of S$2.92 for one Share (being the price equivalent to 105% of the Average Closing Price of the Shares for the five consecutive market days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required is approximately S$1,413 million and in the case of Off-Market Purchases of S$3.06 for one Share (being the price equivalent to 110% of the Average Closing Price of the Shares for the five consecutive market days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required is approximately S$1,481 million.
The financial effects of the purchase or acquisition of such Shares by the Company pursuant to the proposed Share Purchase Mandate on the audited financial statements of the Company and the Company and its subsidiaries for the financial year ended 31 March 2015, based on certain assumptions, are set out in paragraph 2.6 of the Letter to Shareholders dated 1 July 2015 in relation to the proposed renewal of share purchase mandate.
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof ) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof ), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.
NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATE
NOTICE HAD BEEN GIVEN on 14 May 2015 that the Share Transfer Books and the Register of Members of the Company will be closed on 6 August 2015 for the preparation of dividend warrants.
Duly stamped and completed transfers in respect of ordinary shares in the capital of the Company ("Shares") together with all relevant documents of title received by the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 up to the close of business at
5.00 p.m. on 5 August 2015 (the "Book Closure Date") will be registered to determine members' entitlements to the
Company's proposed final one-tier tax-exempt dividend of S$0.055 per ordinary share for the financial year ended 31
March 2015 (the "Proposed Final Dividend").
Shareholders whose securities accounts with The Central Depository (Pte) Limited are credited with Shares at 5.00 p.m. on the Book Closure Date will be entitled to the Proposed Final Dividend.
The Proposed Final Dividend, if approved by shareholders at the forthcoming AGM to be held on 29 July 2015, will be paid on 20 August 2015.
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