121
Notice of
Annual General Meeting
10
.
Proposed Renewal of the Shareholders
’
Mandate for Interested Person Transactions
(a) approval be and is hereby given
,
for the purposes of Chapter 9 of the Catalist Rules of the SGX-ST
(
“
Chapter 9
”
)
,
for the Company
,
its subsidiaries and associated companies that are
“
entities at
risk
”
(as that term is used in Chapter 9)
,
or any of them
,
to enter into any of the transactions falling
within the types of interested person transactions described in the Appendix I dated 13 January 2016
accompanying the Annual Report (the
“
Appendix I
”
) with any party who is of the class of interested
persons described in the Appendix I
,
provided that such transactions are made on normal commercial
terms and in accordance with the review procedures for such interested person transactions
;
(b) the approval given in sub-paragraph (a) above (the
“
IPT 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
;
(c) the Audit Committee of the Company be and is hereby authorised to take such action as it deems proper
in respect of procedures and/or to modify or implement such procedures as may be necessary to take
into consideration any amendments to Chapter 9 of the Catalist Rules which may be prescribed by the
SGX-ST from time to time
;
and
(d) the Directors of the Company be and are hereby authorised to complete and do all such acts and
things (including executing all such documents as may be required) as they may consider expedient or
necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution
.
[See Explanatory Note (iv)]
(Resolution 12)
11
.
Adoption of the Share Buy Back Mandate
(a) for the purposes of Sections 76C and 76E of the Companies Act (Chapter 50 of Singapore) (the
“
Act
”
)
,
approval be and is hereby given for the adoption of the Share Buy Back Mandate (as defined therein the
Appendix II dated 13 January 2016 accompanying the Annual Report)
;
and the Directors of the Company
be and are hereby authorised to exercise all the powers of the Company to purchase or otherwise
acquire ordinary shares of the Company (
“
Shares
”
) not exceeding in aggregate the Prescribed Limit
(as hereinafter defined)
,
at such price(s) as may be determined by the Directors of the Company from
time to time up to the Maximum Price (as hereinafter defined)
,
whether by way of
:
(i) on-market purchases (each a
“
Market Purchase
”
) on the Singapore Exchange Securities Trading
Limited (the
“
SGX-ST
”
)
;
and/or
(ii) off-market purchases (each an
“
Off-Market Purchase
”
) effected otherwise than on the SGX-ST in
accordance with any equal access schemes as may be determined or formulated by the Directors
of the Company as they consider fit
,
which scheme(s) shall satisfy all the conditions prescribed
by the Act
,
and otherwise in accordance with all other laws and regulations
,
including but not limited to
,
the
Company
’
s Articles of Association
,
the provisions of the Act and the Catalist Rules as may for the
time being be applicable (the
“
Share Buy Back Mandate
”
)
;
(b) any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buy Back
Mandate shall
,
at the discretion of the Directors of the Company
,
either be cancelled or held in treasury
and dealt with in accordance with the Act
;
(c) unless varied or revoked by the Company in general meeting
,
the authority conferred on the Directors
of the Company pursuant to the Share Buy Back Mandate may be exercised by the Directors at any
time and from time to time during the period commencing from the passing of this Resolution and
expiring on the earlier of
:
(i) the conclusion of the next AGM or the date by which such AGM is required by law to be held
;
(ii) the date on which the buy-back of the shares is carried out to the full extent mandated
;
or
(iii) the date on which the authority conferred in the Share Buy Back Mandate is varied or revoked by
the shareholders in a general meeting
;
