122
LHN Limited Annual Report
Notice of
Annual General Meeting
(d) for purposes of this Resolution
:
–
“
Prescribed Limit
”
means ten per cent (10%) of the issued ordinary share capital of the Company as
at the date of passing of this Resolution unless the Company has effected a reduction of the share
capital of the Company in accordance with the applicable provisions of the Act
,
at any time during the
Relevant Period
,
in which event the issued ordinary share capital of the Company shall be taken to
be the amount of the issued ordinary share capital of the Company as altered (excluding any treasury
shares that may be held by the Company from time to time)
;
“
Relevant Period
”
means the period commencing from the date of passing of this Resolution and
expiring on the date the next AGM is held or is required by law to be held
,
the date on which the
buy-back of the Shares are carried out to the full extent mandated
,
or the date the said mandate is
revoked or varied by the Shareholders of the Company in a general meeting
,
whichever is the earlier
;
and
“
Maximum Price
”
in relation to a Share to be purchased
,
means an amount (including brokerage
,
commission
,
stamp duties
,
applicable goods and services tax
,
clearance fees and other related
expenses) not exceeding
:
(i) in the case of a Market Purchase
,
105% of the Average Closing Price
;
and
(ii) in the case of an Off-Market Purchase
,
110% of the Average Closing Price
,
where
:
“
Average Closing Price
”
means the average of the closing market prices of a Share over the last
five (5) market days
,
on which transactions in the Shares were recorded
,
preceding the day of
the Market Purchase by the Company or
,
as the case may be
,
the day of the making of the offer
pursuant to the Off-Market Purchase
,
and deemed to be adjusted for any corporate action that
occurs after the relevant five (5)-day period
;
“
day of the making of the offer
”
means the day on which the Company announces its intention to
make an offer for the purchase of Shares from shareholders of the Company stating the purchase
price (which shall not be more than the Maximum Price calculated on the foregoing basis) for
each Share and the relevant terms of the equal access scheme for effecting the Off-Market
Purchase
;
and
“
market day
”
means a day on which the SGX-ST is open for trading in securities
;
and
(e) any of the Directors of the Company be and are hereby authorised to complete and do all such acts
and things (including without limitation
,
to execute all such documents as may be required and to
approve any amendments
,
alterations or modifications to any documents)
,
as they or he may consider
desirable
,
expedient or necessary to give effect to the transactions contemplated by this Resolution
.
[See Explanatory Note (v)]
(Resolution 13)
By Order of the Board
Kenneth Leong
Company Secretary
Singapore
,
13 January 2016
