Issuer/ Manager

GOLDEN AGRI­RESOURCES LTD

Security

GOLDEN AGRI­RESOURCES LTD ­ MU0117U00026 ­ E5H

Annual General Meeting::Voluntary Issuer & Securities Announcement Details

Announcement Title

Annual General Meeting

Date & Time of Broadcast

04­Apr­2017 07:16:20

Status

New

Announcement Reference

SG170404MEETQAJ3

Submitted By (Co./ Ind. Name)

Kimberley Lye Chor Mei

Designation

Director, Corporate Secretarial

Financial Year End

31/12/2016

Event Narrative

Narrative Type

Additional Text

Additional Text

Narrative Text

Meeting Agenda:

  1. Adoption of Reports and Audited Financial Statements

  2. Declaration of Final Dividend

  3. Approval of Directors' Fees for the year ended 31 December 2016

  4. Re­election of Mr. Lew Syn Pau

  5. Re­appointment of Auditors

  6. Renewal of Share Issue Mandate

  7. Renewal of Share Purchase Mandate

  8. Renewal of Interested Person Transactions Mandate

Additional Text

Please see attached Notice of Annual Meeting for further details.

Event Dates

Meeting Date and Time

25/04/2017 09:00:00

Response Deadline Date

23/04/2017 09:00:00

Event Venue(s)

Place

Venue(s) Venue details

Meeting Venue PARKROYAL on Beach Road, Grand Ballroom, Level 1, 7500 Beach Road, Singapore 199591

Attachments

GAR09­04­04­2017­Notice of Annual Meeting.pdf Total size =35K

Tweet 0

Share

GOLDEN AGRI-RESOURCES LTD

(Incorporated in the Republic of Mauritius) (Company No. 17099/2833)

NOTICE OF ANNUAL MEETING NOTICE IS HEREBY GIVEN that an Annual Meeting of Golden Agri-Resources Ltd (the "Company") will be held on Tuesday, 25 April 2017 at 9.00 a.m.

at PARKROYAL on Beach Road, Grand Ballroom, Level 1, 7500 Beach Road, Singapore 199591 to transact the following business:

AS ORDINARY BUSINESS
  1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2016 together with the Directors' and Auditors' Reports thereon. (Resolution 1)

  2. To declare a final dividend of S$0.00635 per ordinary share for the year ended 31 December 2016. (Resolution 2)

  3. To approve Directors' Fees of S$357,816 for the year ended 31 December 2016. (FY2015: S$345,898) (Resolution 3)

  4. Retirement and/or re-election of Directors by rotation {please see note 1}.

    To re-elect Mr. Lew Syn Pau {please see note 2}, retiring by rotation pursuant to Article 90 of the Constitution of the Company. (Resolution 4)

  5. To re-appoint Moore Stephens LLP as Auditors and to authorise the Directors to fix their remuneration. (Resolution 5) AS SPECIAL BUSINESS

  6. To consider and, if thought fit, to pass with or without any amendments, the following resolutions as Ordinary Resolutions:

    Renewal of Share Issue Mandate

    6A. "That pursuant to The Companies Act 2001 of Mauritius and the Listing Rules of the Singapore Exchange Securities Trading Limited, the Directors of the Company be and are hereby authorised to allot and issue (including the allotment and issue of shares and convertible securities pursuant to offers, agreements or options made or granted by the Company while this authority remains in force) or otherwise dispose of shares in the Company (including making and granting offers, agreements and options which would or which might require shares and convertible securities to be allotted, issued or otherwise disposed of) at any time, whether during the continuance of such authority or thereafter, to such persons, upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit without first offering such shares and convertible securities to the members of the Company provided that the aggregate number of shares and convertible securities to be issued pursuant to this Resolution shall not exceed fifty percent (50%) of the issued share capital of the Company (excluding treasury shares) at the date of this Resolution, and provided further that where members of the Company with registered addresses in Singapore are not given an opportunity to participate in the same on a pro-rata basis, then the shares and convertible securities to be issued under such circumstances shall not exceed twenty percent (20%) of the issued share capital of the Company (excluding treasury shares) at the date of this Resolution."

    {please see note 3} (Resolution 6)

    Renewal of Share Purchase Mandate

    6B. "(a) That for the purposes of The Companies Act 2001 of Mauritius, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire ordinary shares ("Shares") in the issued share capital of the Company not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:

  7. market purchases (each a "Market Purchase") on the Singapore Exchange Securities Trading Limited ("SGX-ST"); and/or

  8. off-market purchases (each an "Off-Market Purchase") effected in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Companies Act, Chapter 50 of Singapore,

  9. and otherwise in accordance with all other laws, 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 Purchase Mandate");

    1. That unless varied or revoked by the Company in members meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of:

    2. the date on which the next Annual Meeting of the Company is held or required by law to be held; or

    3. the date on which the purchases or acquisitions of Shares, pursuant to the Share Purchase Mandate are carried out to the full extent mandated; or

    4. the date on which the authority in the Share Purchase Mandate is varied or revoked;

    5. That in this Resolution:

      "Prescribed Limit" means ten percent (10%) of the issued ordinary share capital of the Company (excluding treasury shares) as at the date of the passing of this Resolution; and "Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
    6. in the case of a Market Purchase: 105% of the Average Closing Price

    7. in the case of an Off-Market Purchase: 120% of the Highest Last Dealt Price where:

      "Average Closing Price" means the average of the closing market prices of a Share over the last five (5) market days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase and deemed to be adjusted for any corporate action that occurs after the relevant 5-day period; "Highest Last Dealt Price" means the highest price transacted for a Share as recorded 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; and "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 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
    8. That the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution."

    9. {please see note 4} (Resolution 7)

      Renewal of Interested Person Transactions Mandate

      6C. "(a) That pursuant to Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, approval be and is hereby given to the Company, its subsidiaries and associated companies that are not listed on the Singapore Exchange Securities Trading Limited or an approved exchange, provided that the Company and its subsidiaries (the "Group"), or the Group and its interested person(s), has control over the associated companies, or any of them to enter into any of the transactions falling within the types of Interested Person Transactions, particulars of which are set out in Appendix 2 to this Notice of Annual Meeting {please see note 5}, with any party who is of the class of Interested Persons described in the said Appendix 2, provided that such transactions are carried out in the ordinary course of business and in accordance with the guidelines of the Company for Interested Person Transactions as set out in the said Appendix 2 (the "IPT Mandate");

      1. That the IPT Mandate shall, unless revoked or varied by the Company in members meeting, continue in force until the next Annual Meeting of the Company; and

      2. That the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution." {please see note 5A} (Resolution 8)

      3. By Order of the Board

        Rafael Buhay Concepcion, Jr. Director

        4 April 2017 Singapore

        Notes:

        A member entitled to attend and vote at the Annual Meeting is entitled to appoint no more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. Proxies must be lodged at the mailing address of the Company at 108 Pasir Panjang Road #06-00, Golden Agri Plaza, Singapore 118535 not later than 48 hours before the Annual Meeting.

        Additional Notes relating to the Notice of Annual Meeting:

        1. This year, the 2 Directors retiring from office by rotation at the Annual Meeting ("2017 Annual Meeting") pursuant to Article 90 of the Constitution of the Company are Mr. Lew Syn Pau and Mr. Jacques Desire Laval Elliah. Mr. Jacques Desire Laval Elliah will not be seeking re-election as a Director at the 2017 Annual Meeting. Accordingly, pursuant to Article 92 of the Constitution, Mr Elliah shall retire as a Director at the conclusion of the 2017 Annual Meeting.

          At the conclusion of the 2017 Annual Meeting, pursuant to Section 138 of the Companies Act 2001 of Mauritius, the office of Director held by Mr. Hong Pian Tee shall become vacant. Mr. Hong will not be seeking re-appointment as a Director at the 2017 Annual Meeting. Accordingly, he shall retire as a Director and cease to hold all appointments presently held by him in all Board Committees at the conclusion of the 2017 Annual Meeting.

        2. Mr. Lew Syn Pau, being eligible, has offered himself for re-election at the 2017 Annual Meeting. If re-elected, Mr. Lew will continue to serve as a member of the Audit Committee. Mr. Lew is considered to be independent. Please refer to sections on Board of Directors and Corporate Governance Report in the Annual Report 2016 for further information on Mr. Lew Syn Pau.

        3. The Ordinary Resolution 6 proposed in item 6A above, if passed, is to empower the Directors to issue shares and convertible securities in the capital of the Company not exceeding fifty percent (50%) of the issued capital of the Company (excluding treasury shares) at the time this Resolution is passed. For issue of shares and convertible securities other than on a pro-rata basis to shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed twenty percent (20%) of the issued capital of the Company (excluding treasury shares).

          The percentage of issued capital is based on the Company's issued capital (excluding treasury shares) after adjusting for (a) new shares arising from the conversion or exercise of convertible securities or any employee share options on issue or vesting of share awards outstanding or subsisting at the time this Resolution is passed and (b) any subsequent bonus issue, consolidation or subdivision of shares.

        4. The Ordinary Resolution 7 proposed in item 6B above, if passed, is to renew for another year, up to the next Annual Meeting of the Company, the mandate for share purchase as described in Appendix 1 to this Notice of Annual Meeting, which will, unless previously revoked or varied by the Company at members meeting, expire at the next Annual Meeting.

        5. The mandate for transactions with Interested Persons as described in Appendix 2 to this Notice of Annual Meeting includes the placement of deposits by the Company with financial institutions in which Interested Persons have an interest.

        5A. The Ordinary Resolution 8 proposed in item 6C above, if passed, is to renew for another year, up to the next Annual Meeting of the Company, the mandate for transactions with Interested Persons as described in Appendix 2 to this Notice of Annual Meeting, which will, unless previously revoked or varied by the Company at members meeting, expire at the next Annual Meeting.

        Personal data privacy:

        By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual Meeting 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 Annual Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual Meeting (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.

      gar - Golden Agri-Resources Ltd. published this content on 04 April 2017 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 04 April 2017 03:11:10 UTC.

      Original documenthttp://goldenagri.com.sg/wp-content/uploads/2017/04/GAR09-04-04-2017-Notice-of-Annual-Meeting.pdf

      Public permalinkhttp://www.publicnow.com/view/46A13B71841484FADDC57967E1AED952CE82851A