Annual Report 2014
93
(ii) make or grant offers, agreements or options (collectively, “Instruments”)
that might or would require Shares to be issued, including but not
limited to the creation and issue of (as well as adjustments to) warrants,
debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to
such persons as the Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to
be in force) issue Shares in pursuance of any Instruments made or granted by
the Directors while this Resolution was in force,
provided that :
(1)
the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be
issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50
per cent of the total number of issued Shares excluding treasury shares (as calculated in accordance
with sub-paragraph (2) below), 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
Instruments made or granted pursuant to this Resolution) does not exceed 20 per cent of the total
number of issued Shares excluding treasury shares (as calculated in accordance with sub-paragraph
(2) below);
(2)
(subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares excluding treasury shares that may be issued under
sub-paragraph (1) above, the total number of issued Shares excluding treasury shares shall be based
on the total number of issued Shares excluding treasury shares at the time this Resolution is passed
after adjusting for:
(i)
new Shares arising from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the time this
Resolution is passed; and
(ii) any subsequent bonus issue, consolidation or subdivision of Shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Listing Manual of the SGX-ST for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Articles of Association for the time being of
the Company; and
(4)
(unless revoked or varied by the Company in a general meeting) the authority conferred by this
Resolution shall continue in force until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the Company is required by law
to be held, whichever is the earlier.”
[See Explanatory Notes]
8.
To transact any other business that may be transacted at an annual general meeting.
BY ORDER OF THE BOARD
Tham Shook Han
Company Secretary
9 April 2015
