A N N U A L R E P O R T 2 0 1 6
144
NOTICE OF
ANNUAL GENERAL MEETING
Explanatory Notes:
(i)
The proposed final tax-exempt (one-tier) dividend of 4.5 Singapore cents per ordinary share comprises an ordinary dividend of 1.5 Singapore cents per ordinary
share and a special dividend of 3 Singapore cents per ordinary share for the financial year ended 31 March 2016.
(ii)
Directors¡¯ Fees are for the forthcoming financial year from 1 April 2016 to 31 March 2017, to be paid out quarterly in arrears.
(iii)
Ms Chow Hui Shien will, upon re-election as a Director of the Company, remain as an Executive Director and Deputy CEO of the Company. Ms Chow Hui
Shien is the niece of Mr Han Keen Juan, the Executive Chairman and controlling shareholder of the Company and Mdm Ng Choi Hong, a deemed controlling
shareholder of the Company and the cousin of Mr Lim Tao-E William, an Executive Director and the Chief Executive Officer of the Company. Save for the
aforementioned, Ms Chow Hui Shien does not have any relationships including immediate family relationships between herself and the Directors, the
Company and its 10% shareholders. Further information on Ms Chow Hui Shien can be found under the sections entitled ¡°Board of Directors¡± and ¡°Corporate
Governance¡± of the Annual Report 2016.
(iv)
Ms Audrey Yap Su Ming will, upon re-election as a Director of the Company, remain as an Independent Director, Chairman of the Nominating Committee and a
member of the Remuneration Committee and Audit Committee. She is the Managing Partner of Yusarn Audrey, a law firm which provides professional advice on
trademarks and franchising matters to the Group. The Board considers Ms Audrey Yap Su Ming to be independent for the purpose of Rule 704(7) of the Catalist
Rules. Save for the aforementioned, Ms Audrey Yap Su Ming does not have any relationships including immediate family relationships between herself and the
Directors, the Company and its 10% shareholders. Further information on Ms Audrey Yap Su Ming can be found under the sections entitled ¡°Board of Directors¡±
and ¡°Corporate Governance¡± of the Annual Report 2016.
(v)
The ordinary resolution proposed in item 8 above relates to the renewal of a mandate approved by shareholders of the Company at the annual general meeting
of the Company held on 28 July 2015, 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.
(vi)
The ordinary resolution proposed in item 9 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.
