87
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 Àt; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force):
(i) issue additional instruments as adjustments in accordance with the terms and conditions of the
Instruments made or granted by the Directors while this Resolution was in force; and
(ii) issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution
was in force or such additional Instruments in (b)(i) above,
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% of the total
number of issued shares (excluding treasury shares, if any) at the time of the passing of this Resolution (as
calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares issued other
than on a pro rata basis to existing shareholders (including Shares to be issued in pursuance of Instruments
made or granted pursuant to this Resolution) does not exceed 5% of the Company’s total number of issued
shares (excluding treasury shares, if any) (as calculated in accordance with sub-paragraph (2) below); and
(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 that may be issued under sub-paragraph (1) above, the total number of issued
shares (excluding treasury shares, if any) shall be calculated based on the total number of issued shares
(excluding treasury shares, if any) at the time of the passing of this Resolution, after adjusting for:-
(a)
new Shares arising from the conversion or exercise of convertible securities;
(b)
new Shares arising from the exercise of share options or vesting of share awards outstanding or
subsisting at the time this Resolution is passed, provided the options or awards were granted in
compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and
(c)
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 rules 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 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 Note (a)
]
(Resolution 8)
9.
Renewal of Share Purchase Mandate
“That for the purposes of Sections 76C and 76E of the Companies Act, Cap. 50, the Directors of the Company be
and are hereby authorised to make purchases or otherwise acquire issued shares in the capital of the Company from
time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to ten
per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
ascertained as at the date of the Annual General Meeting of the Company) at the price of up to but not exceeding
the Maximum Price as deÀned in the section entitled “DeÀnitions” set out on Page 4 of the Circular dated 9 April
2009 to the Shareholders of the Company and in accordance with the “Guidelines on Share Purchases” set out in
Appendix I of the said Circular and this mandate shall, unless revoked or varied by the Company in general meeting,
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 earlier.”
[
See Explanatory Note (b)
]
(Resolution 9)
NOTICE OF ANNUAL GENERAL MEETING