123
Notice of
Annual General Meeting
Explanatory Notes
:
(i)
Ms Jess Lim
,
upon re-election as a Director of the Company
,
will remain as an Executive Director and Group Deputy Managing Director
.
Mr Lee Gee Aik
,
upon re-election as a Director of the Company
,
will remain as the Chairman of the Audit Committee and a member of
the Nominating and Remuneration Committees
,
and the Board of Directors (save for Mr Lee Gee Aik) considers him independent for the
purposes of Rule 704(7) of the Catalist Rules of the SGX-ST
.
Mr Lee will also remain as the Lead Independent Director of the Company
.
Ms Ch
’
ng Li-Ling
,
upon re-election as a Director of the Company
,
will remain as the Chairman of the Remuneration Committee
,
and a
member of the Nominating and Audit Committees
,
and the Board of Directors (save for Ms Ch
’
ng Li-Ling) considers her independent for
the purposes of Rule 704(7) of the Catalist Rules of the SGX-ST
.
Mr Eddie Yong
,
upon re-election as a Director of the Company
,
will remain as the Chairman of the Nominating Committee
,
and a member
of the Remuneration and Audit Committees
,
and the Board of Directors (save for Mr Eddie Yong) considers him independent for the
purposes of Rule 704(7) of the Catalist Rules of the SGX-ST
.
(ii)
The Ordinary Resolution 10 in item 8 above
,
if passed
,
will empower the Directors of the Company
,
effective 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 or such authority is varied or revoked by the Company in a general meeting
,
whichever is the earlier
,
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
,
one
hundred per centum (100%) of the total number of issued shares (excluding treasury shares) in the capital of the Company
,
of which up
to fifty per centum (50%) 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 this Ordinary Resolution is passed and any subsequent
bonus issue
,
consolidation or subdivision of shares
.
(iii)
The Ordinary Resolution 11 in item 9 above
,
if passed
,
will empower the Directors of the Company
,
effective 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 or such authority is varied or revoked by the Company in a general meeting
,
whichever is the earlier
,
to grant awards under the
LHN Performance Share Plan in accordance with the provisions of the LHN Performance Share Plan and to allot and issue from time to
time such number of fully-paid shares as may be required to be issued pursuant to the vesting of the awards under the LHN Performance
Share Plan subject to the maximum number of shares prescribed under the terms and conditions of the LHN Performance Share Plan
.
The aggregate number of ordinary shares which may be allotted and issued pursuant to the LHN Performance Share Plan and under any
other share incentive scheme or share plan adopted by the Company for the time being in force
,
is limited to fifteen per centum (15%)
of the total number of issued shares (excluding treasury shares) of the Company from time to time
.
This authority is in addition to the
general authority to issue shares sought under Ordinary Resolution No
.
10
.
(iv)
The Ordinary Resolution 12 proposed in item 10 above
,
if passed
,
will allow the Company and its subsidiaries to enter into transactions
with interested persons as defined in Chapter 9 of the Catalist Rules of the SGX-ST
.
Please refer to the Appendix I to the Annual Report
for details
.
(v)
The Ordinary Resolution 13 in item 11 above
,
if passed
,
will empower the Directors of the Company
,
effective period commencing from
the date on which the ordinary resolution in relation to the Share Buy Back Mandate is passed in a general meeting and expiring on the
earliest of the date on which the next Annual General Meeting is held or is required by law to be held
,
or the date the said mandate is
revoked or varied by the Company in a general meeting to repurchase ordinary shares of the Company by way of market purchases or
off-market purchases of up to ten per cent (10%) of the total number of issued shares (excluding treasury shares) in the capital of the
Company at the Maximum Price as defined in this Notice of Annual General Meeting
.
The rationale for
,
the authority and limitation on
,
the sources of funds to be used for the purchase or acquisition including the amount
of financing and the financial effects of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Buy Back
Mandate on the audited consolidated financial accounts of the Group for the financial year ended 30 September 2015 are set out in greater
detail in the Appendix II to the Annual Report
.
Notes
:
1
.
A Member entitled to attend and vote at the Annual General Meeting (the
“
Meeting
”
) is entitled to appoint one or two (2) proxies to attend
and vote in his/her stead
.
A proxy need not be a Member of the Company
.
Where a member appoints two (2) proxies
,
he/she shall specify
the proportion of his/her shareholding to be represented by each proxy in the instrument appointing the proxies
.
If the Member is a
corporation
,
the instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised
.
2
.
A member of a company having a share capital who is a relevant intermediary (as defined in the Companies (Amendment) Act 2014) may
appoint more than two (2) proxies in relation to a meeting to exercise all or any of his rights to attend and to speak and vote at the meeting
,
but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class
of shares shall be specified)
.
In such an event
,
the relevant intermediary shall submit a list of its proxies together with the information
required in this proxy form to the Company
.
3
.
The instrument appointing a proxy together with the power of attorney or other authority (if any) under which it is signed
,
or notarially
certified copy thereof
,
must be deposited at the registered office of the Company at
10 Raeburn Park
,
#02-18
,
Singapore 088702
not less
than
seventy-two (72)
hours before the time set for the Annual General Meeting
.
