ANNUAL REPORT 2015
83
Notice of
Annual General Meeting
Explanatory Notes:
(i)
Mr. Tan Cher Liang is the Lead Independent Director of the Company. He also serves as the Chairman of the Audit Committee and as a Member of the
Nominating Committee and Remuneration Committee. Upon his re-election, Mr. Tan will continue to serve as the Chairman of the Audit Committee and as
a Member of the Nominating Committee and Remuneration Committee. He will be considered independent for the purposes of Rule 704(7) of the Catalist
Rules.
(ii)
Mr. Richard Tan Kheng Swee is an Independent Director of the Company. He also serves as the Chairman of the Remuneration Committee and as a Member
of the Audit Committee and Nominating Committee. Upon his re-election, Mr. Richard Tan will continue to serve as the Chairman of the Remuneration
Committee and as a Member of the Audit Committee and Nominating Committee. He will be considered independent for the purposes of Rule 704(7) of the
Catalist Rules.
(iii)
Dr. Lim Boh Soon is an Independent Director of the Company. He also serves as the Chairman of the Nominating Committee and as a Member of the Audit
Committee and Remuneration Committee. Upon his re-election, Dr. Lim will continue to serve as the Chairman of the Nominating Committee and as a
Member of the Audit Committee and Remuneration Committee. He will be considered independent for the purposes of Rule 704(7) of the Catalist Rules.
(iv)
The Ordinary Resolution 10 proposed in item 7 above, if passed, will empower the Directors of the Company to issue Shares, make or grant instruments
convertible into Shares and to issue Shares pursuant to such instruments, up to a number not exceeding, in total, 100.0% of the total number of issued
Shares (excluding treasury shares) in the capital of the Company, of which up to 50.0% may be issued other than on a pro-rata basis to shareholders.
For determining the aggregate number of Shares that may be issued, the total number of issued Shares (excluding treasury shares) will be calculated based
on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting
for 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 when the Ordinary Resolution 10 is passed and any subsequent bonus issue, consolidation or subdivision of Shares.
(v)
The Ordinary Resolution 11 proposed in item 8 above, if passed, will empower the Directors of the Company, to allot and issue Shares pursuant to the
exercise of such options in accordance with the provisions of the Share Option Scheme.
(vi)
The Ordinary Resolution 12 proposed in item 9 above, if passed, will empower the Directors of the Company, to allot and issue such number of fully paid
Shares pursuant to the grant of share awards in accordance with the provisions of the Performance Share Plan.
Notes:
1.
A Member of the Company entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote instead of
him.
2.
Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy in the instrument appointing the
proxies. A proxy need not be a member of the Company.
3.
If the member is a corporation, the instrument appointing a proxy or proxies must be executed under its common seal or the hand of its attorney or a duly
authorised officer.
4.
The instrument appointing a proxy or proxies must be deposited at the office of the Company’s Share Registrar, M & C Services Private Limited at 112
Robinson Road, #05-01, Singapore 068902, not less than 48 hours before the time appointed for holding the Annual General Meeting.
Personal Data Privacy:
By attending the Annual General Meeting and/or any adjournment thereof or submitting an instrument appointing a proxy(ies) and/or representative(s) to attend,
speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of
the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and/
or representatives appointed for the Annual General Meeting and/or any adjournment thereof and the preparation and compilation of the attendance lists, minutes
and other documents relating to the Annual General Meeting and/or any adjournment thereof, and in order for the Company (or its agents) to comply with any
applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where a member discloses the personal data of the
member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s)
for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees
that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of
warranty.
