120
LHN Limited Annual Report
Notice of
Annual General Meeting
(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 of the Company while this
Resolution was in force
,
provided that
:
(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments
,
made
or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed
one hundred per centum (100%) of the total number of issued shares (excluding treasury shares) in
the capital of the Company (as calculated in accordance with sub-paragraph (2) below)
,
of which the
aggregate number of shares (including shares to be issued in pursuance of the Instruments made or
granted pursuant to this Resolution) to be issued other than on a pro rata basis to shareholders of
the Company shall not exceed fifty per centum (50%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2)
below)
;
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited) 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) in the
capital of the Company shall be based on the total number of issued shares (excluding treasury shares)
in the capital of the Company at the time of the passing of this Resolution
,
after adjusting for
:
(a) new shares arising from the conversion or exercise of any convertible securities
;
(b) new shares arising from the exercising of share options or vesting of share awards which are
outstanding or subsisting at the time of the passing of this Resolution
,
provided the options or
awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules
;
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 Catalist Rules for the time being in force (unless such compliance has been waived by the
Singapore Exchange Securities Trading Limited) 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
,
such authority 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 earlier
.
[See Explanatory Note (ii)]
(Resolution 10)
9
.
Authority to allot and issue shares under the LHN Performance Share Plan
That pursuant to Section 161 of the Singapore Companies Act
,
Cap
.
50
,
the Directors of the Company be
authorised and empowered to grant awards in accordance with the provisions of the LHN Performance
Share Plan and to allot and issue from time to time
,
such number of shares in the capital of the Company
as may be required to be issued pursuant to the vesting of awards under the LHN Performance Share Plan
,
provided always that the aggregate number of shares issued and issuable pursuant to vesting of awards
granted under the LHN Performance Share Plan
,
when added to (i) the number of shares issued and issuable
in respect of all awards granted or awarded thereunder
;
and (ii) all shares issued and issuable in respect
of all options granted under any other share option
,
share incentive
,
performance share or restricted share
plan implemented by the Company for the time being in force
,
shall not exceed fifteen per centum (15%)
of the total number of issued shares (excluding treasury shares) of the Company on the day preceding the
relevant date of the award
.
[See Explanatory Note (iii)]
(Resolution 11)
