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NOTICE OF ANNUAL GENERAL MEETING
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) The instrument appointing the proxy, duly executed, must be deposited at the registered offce of the Company at 2 Woodlands Terrace, Singapore 738427 not
later than 48 hours before the time set for the AGM.
Explanatory Notes:
(i) Directors’ Fees are for the forthcoming fnancial year from 1 April 2014 to 31 March 2015, to be paid out quarterly in arrears.
(ii) Ms Audrey Yap Su Ming, if appointed as a Director of the Company, will also be appointed as Chairman of the Nominating Committee and a member of the
Audit Committee and Remuneration Committee. The Board considers Ms Audrey Yap Su Ming to be independent for the purpose of Rule 704(7) of the Catalist
Rules.
(iii) The 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 25 July 2013, 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 Off-Market Purchases on an equal access scheme) from time to time of up to 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. The 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 effects 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.
(iv) The 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 8 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 8 was in force) does
not exceed ffty 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 8, for such purposes as the Directors may consider to be in the
interests of the Company.
(v) The ordinary resolution proposed in item 11 above, if passed, will empower the Directors of the Company to offer 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 Directors of the Company 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 ffteen per cent. (15%) of the total number of issued ordinary shares of the
Company (excluding treasury shares) from time to time.
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Annual Report 2014 •