ANNUAL REPORT 2015
81
Notice of
Annual General Meeting
NOTICE IS HEREBY GIVEN
that the First Annual General Meeting of JUMBO GROUP LIMITED (the “Company”) will be held at 190 Keng Lee Road,
Chui Huay Lim Club, Singapore 308409 on Friday, 29 January 2016 at 9.00 a.m. (the “Annual General Meeting”) for the following purposes:
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors’ Statement and Audited Financial Statements of the Company for the financial year ended 30
September 2015 together with the Independent Auditors’ Report thereon.
(Resolution 1)
2.
To re-elect the following Directors retiring pursuant to Articles 88 and 89 of the Articles of Association of the Company:
Mdm. Tan Yong Chuan, Jacqueline (Article 89)
(Resolution 2)
Mrs. Christina Kong Chwee Huan (Article 88)
(Resolution 3)
Mr. Tan Cher Liang (Article 88)
[See Explanatory Note (i)]
(Resolution 4)
Mr. Richard Tan Kheng Swee (Article 88)
[See Explanatory Note (ii)]
(Resolution 5)
Dr. Lim Boh Soon (Article 88)
[See Explanatory Note (iii)]
(Resolution 6)
3.
To approve the payment of Directors’ fees of S$30,000 for the financial year ended 30 September 2015.
(Resolution 7)
4.
To approve the payment of Directors’ fees of S$185,000 for the financial year ending 30 September 2016, to be paid quarterly in
arrears.
(Resolution 8)
5.
To re-appoint Deloitte & Touche LLP as the Company’s Auditors and to authorise the Directors to fix their remuneration.
(Resolution 9)
6.
To transact any other ordinary business which may properly be transacted at an annual general meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7.
Authority to allot and issue shares in the capital of the Company - Share Issue Mandate
“That, pursuant to Section 161 of the Companies Act, Cap. 50 (the “Companies Act”), the Articles of Association of the Company and
the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), Section B: Rules of Catalist (“Catalist Rules”) the
Directors of the Company be and are hereby authorised to:
(i)
issue shares in the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or
(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
(iii)
issue Shares in pursuance of any Instrument made or granted by the Directors while this authority is in force (notwithstanding
that such issue of Shares pursuant to the Instrument may occur after the expiration of the authority contained in this resolution),
provided that:
(A)
the aggregate number of Shares issued pursuant to such authority (including Shares to be issued in pursuance of the
Instruments made or granted pursuant to this resolution) does not exceed 100.0% of the total number of issued Shares
(excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (B) below),
of which the aggregate number of Shares to be issued other than on a pro rata basis to the then existing Shareholders
(including Shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed
50.0% of the total number of issued Shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (B) below);
