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Explanatory Notes:
(i)
Directors’ Fees are for the forthcoming financial year from 1 April 2015 to 31 March 2016, to be paid out quarterly in arrears.
(ii)
Mr Zainudin Bin Nordin, if appointed as a Director of the Company, will be an Independent Director of the Company and will also be appointed as Chairman of the
Remuneration Committee and a member of the Audit Committee and Nominating Committee. The Board considers Mr Zainudin Bin Nordin to be independent for the
purpose of Rule 704(7) of the Catalist Rules.
(iii)
Mr Ong Chin Lin will, upon re-election as a Director of the Company, remain as an Independent Director, Chairman of the Audit Committee and a member of the
Remuneration Committee and Nominating Committee. The Board considers Mr Ong to be independent for the purpose of Rule 704(7) of the Catalist Rules.
(iv)
The ordinary resolution proposed in item 9 above relates to the renewal of a mandate approved by shareholders of the Company at the annual general meeting of
the Company held on 24 July 2014, and if passed, will empower the Directors of the Company, from the date of the above AGM until the date of the next annual
general meeting 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 Share
Buyback Mandate, the authority and limitation on the purchase or acquisition of Shares under the Share Buyback Mandate, the source of funds to be used for the
purchase or acquisition including the amount of financing, and the financial 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.
(v)
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 annual general meeting 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 fifty 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.
(vi)
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 modified 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 fifteen per cent. (15%) of the total number of issued ordinary shares of the Company (excluding treasury
shares) from time to time.
