Page 86 - ar2012

Notice of Annual General Meeting
84
Old Chang Kee Ltd. • Annual Report 2012
Notes:
(1) A member entitled to attend and vote at the AGM is entitled to appoint no more than two proxies to attend and vote on his behalf and such
proxy need not be a member of the Company. Where a member appoints more than one proxy, he shall specify the proportion of his shares to
be represented by each proxy.
(2) Te instrument appointing the proxy, duly executed, must be deposited at the registered ofce of the Company at 2 Woodlands Terrace,
Singapore 738427 not later than 48 hours before the time set for the AGM.
Explanatory Notes:
(i) Te proposed fnal tax-exempt (one-tier) dividend of 1.5 Singapore cents per ordinary share comprises an ordinary dividend of 1 Singapore
cent per ordinary share and a special dividend of 0.5 Singapore cents per ordinary share for the fnancial period ended 31 March 2012.
(ii) Te Company has changed its fnancial year end from 31 December to 31 March. Te Directors’ Fees are for the interim period of 15 months
from 01 January 2011 to 31 March 2012.
(iii) Directors’ Fees are for the forthcoming fnancial year from 01 April 2012 to 31 March 2013, to be paid out quarterly in arrears.
(iv) Mr Wong Chak Weng, if re-elected, will remain as Chairman of the Nominating Committee and continue as a member of the Audit
Committee and the Remuneration Committee. Te Board considers Mr Wong Chak Weng to be independent for the purpose of Rule 704(7) of
the Catalist Rules.
(v) Te ordinary resolution proposed in item 9 above relates to the renewal of a mandate approved by shareholders of the Company at the AGM
of the Company held on 27 April 2011, and if passed, will empower the Directors of the Company, from the date of the above AGM until the
date of the next AGM to be held or 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 make purchases (whether by way of Market Purchases or Of-Market Purchases on an equal access scheme) from
time to time of up ten per cent. (10%) of the total number of ordinary shares (excluding treasury shares) of the Company at prices up to
but not exceeding the Maximum Price. Te rationale for, the authority and limitation on, the source of funds to be used for the purchase or
acquisition including the amount of fnancing and the fnancial efects of the purchase or acquisition of Shares by the Company pursuant to
the Share Buyback Mandate are set out in greater detail in the Addendum to shareholders of the Company.
(vi) Te ordinary resolution proposed in item 10 above, if passed, will authorise and empower the Directors of the Company from the date of
the above AGM until the next AGM to be held or 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 allot and issue up to hundred per cent. (100%) of the total number of issued Shares (excluding
treasury shares) (including Shares to be issued in pursuance of any Instrument made or granted while this Resolution 9 was in force), 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 any Instrument made or granted while this Resolution 9 was in force) does not exceed ffy per cent. (50%) of the total number
of issued Shares (excluding treasury shares) in the capital of the Company, without seeking any further approval from shareholders in general
meeting but within the limitation imposed by Resolution 9, for such purposes as the Directors may consider to be in the interests of the
Company.
(vii) Te ordinary resolution proposed in item 11 above, if passed, will empower the Directors of the Company to ofer and grant awards, and to
allot and issue new ordinary shares in the capital of the Company, pursuant to the vesting of the Award Shares under the Scheme (which was
approved by shareholders at the Extraordinary General Meeting held on 29 April 2009) as may be modifed by the Committee from time
to time, provided that the aggregate number of Shares to be allotted and issued pursuant to the Scheme and all other share option, share
incentive, performance share or restricted share plans implemented by the Company and for the time being in force, shall not exceed ffeen
per cent. (15%) of the total number of issued ordinary shares of the Company (excluding treasury shares) from time to time.