82
JUMBO GROUP LIMITED
Notice of
Annual General Meeting
(B)
(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 (A) above, the total number of issued Shares
shall be based on the total number of issued Shares in the capital of the Company (excluding treasury shares) 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 exercising share options or vesting of share awards outstanding or subsisting at the
time this authority is passed, provided the options or awards were granted in compliance with the Catalist
Rules; and
(c)
any subsequent bonus issue, consolidation or sub-division of Shares;
(C)
in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the Catalist
Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of
Association of the Company for the time being in force; and
(D)
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 or the date by which the next annual general meeting is
required by law to be held, whichever is the earlier.”
[See Explanatory Note (iv)]
(Resolution 10)
8.
Authority to allot and issue Shares under the Jumbo Employee Share Option Scheme
“That pursuant to Section 161 of the Companies Act, the Directors be and are hereby authorised and empowered to grant options
in accordance with the Jumbo Employee Share Option Scheme (“Share Option Scheme”) and allot and issue from time to time such
number of Shares in the capital of the Company to the holders of options granted by the Company under the Share Option Scheme
established by the Company upon the exercise of such options in accordance with the terms and conditions of the Share Option Scheme,
provided always that the aggregate number of Shares issued and issuable pursuant to the Share Option Scheme, the Jumbo Performance
Share Plan and any other share based incentive schemes of the Company shall not exceed 15.0% of the total number of issued Shares
(excluding treasury shares) in the capital of the Company from time to time.”
[See Explanatory Note (v)]
(Resolution 11)
9.
Authority to allot and issue Shares under the Jumbo Performance Share Plan
“That pursuant to Section 161 of the Companies Act, the Directors be and are hereby authorised and empowered to grant awards in
accordance with the Jumbo Performance Share Plan (“Performance Share Plan”) and allot and issue from time to time such number of
Shares in the capital of the Company to the holders of awards granted by the Company under the Performance Share Plan established
by the Company upon the vesting of such share awards in accordance with the terms and conditions of the Performance Share Plan,
provided always that the aggregate number of Shares issued and issuable pursuant to the Share Option Scheme, the Performance
Share Plan and any other share based incentive schemes of the Company shall not exceed 15.0% of the total number of issued Shares
(excluding treasury shares) in the capital of the Company from time to time.”
[See Explanatory Note (vi)]
(Resolution 12)
By Order of the Board
Chee Yuen Li, Andrea
Secretary
Singapore, 13 January 2016
