A N N U A L R E P O R T 2 0 1 6
152
ADDENDUM
If approved, the Share Buy-back Mandate will take effect from the date of the AGM and continue in force until the date of the next annual
general meeting or such date as the next annual general meeting is required by law to be held, unless prior thereto, Share Buy-backs are
carried out to the full extent mandated or the Share Buy-back Mandate is revoked or varied by the Company in a general meeting. In order
to continue the Share Buy-back Mandate, the Share Buy-back Mandate will have to be put to Shareholders for renewal at each subsequent
annual general meeting of the Company.
The purchase of Shares by the Company pursuant to the Share Buy-back Mandate will have to be made in accordance with the
Constitution, the Listing Manual, the Companies Act, and such other laws and regulations as may for the time being be applicable. The
Constitution expressly permits the Company to purchase or otherwise acquire Shares issued by it.
The Company has on 11 July 2016 issued a notice convening the AGM, and the proposed Resolution 7 in the notice of the AGM relates to
the proposed renewal of the Share Buy-back Mandate.
The purpose of this Addendum is to provide Shareholders with information relating to the proposed renewal of the Share Buy-back
Mandate to be tabled at the AGM to be held at Republic Polytechnic, 9 Woodlands Avenue 9, Singapore 738964, Lecture Theatre LRE5
Building E5, Level 3 on 26 July 2016 at 2.00 p.m.
The SGX-ST assumes no responsibility for the accuracy of any of the statements made or opinions expressed in this Addendum.
1.2 Rationale
The Directors constantly seek to increase Shareholders¡¯ value and to improve,
inter alia
, the return on equity of the Group. A share buy-
back at the appropriate price level is one of the ways through which the return on equity of the Group may be enhanced.
Share buy-backs provide the Company with a mechanism to facilitate the return of surplus cash over and above its ordinary capital
requirements in an expedient, effective and cost-efficient manner. It will also provide the Directors with greater flexibility over the
Company¡¯s share capital structure with a view to enhancing the earnings and/or net tangible asset value per Share.
The Directors further believe that share buy-backs by the Company will help mitigate short-term market volatility, offset the effects of short-
term speculation and bolster shareholder confidence.
If and when circumstances permit, the Directors will decide whether to effect the share buy-backs via Market Purchases (as defined herein)
or Off-Market Purchases (as defined herein), after taking into account the amount of surplus cash available, the prevailing market conditions
and the most cost-effective and efficient approach. The Directors do not propose to carry out buy-backs to an extent that would, or in
circumstances that might, result in a material adverse effect on the liquidity and/or the orderly trading of the Shares and/or the financial
position of the Group, taking into account the working capital requirements of the Company or the gearing levels, which in the opinion of
the Directors, are from time to time appropriate for the Company.
