Page 149 - ar2012

Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Pickering Ballroom (Level 2), Parkroyal
on Pickering, 3 Upper Pickering Street Singapore 058289 on Friday, 26 April 2013 at 4.00 p.m., to transact the following business:
As Ordinary Business
1. To receive and adopt the Directors’ Report and Accounts for the year ended 31 December 2012 and the Auditors’ Report
thereon. [Resolution 1]
2. To declare a frst and fnal tax-exempt (one-tier) dividend of S$0.0085 per share for the year ended 31 December 2012
(2011: S$0.003 per share). [Resolution 2]
3. To approve the Directors’ Fees of S$345,000 (2011: S$325,000) for the year ended 31 December 2012. [Resolution 3]
4. a. To re-elect Mr Axton Salim, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4a]
b. To re-elect Mr Tjhie Tje Fie, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4b]
c. To re-elect Mr Suaimi Suriady, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4c]
5. To re-elect Mr Sonny Lianto, who retire under Article 121 of the Company’s Articles of Association. [Resolution 5]
6. To re-appoint Messrs Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fx their remuneration.
[Resolution 6]
As Special Business
To consider and, if thought ft, pass the following Resolutions Nos. 7 to 10 as Ordinary Resolutions:
7. That authority be and is hereby given to the directors of the Company to:
(i) (aa) issue shares in the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or
(bb) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to
be issued during the continuance of this authority or thereafter, including but not limited to the creation and
issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the directors may,
in their absolute discretion, deem ft; and
(ii) issue Shares in pursuance of any Instrument made or granted by the directors while such authority was in force
(notwithstanding that such issue of Shares pursuant to the Instruments may occur after the expiration of the authority
contained in this resolution),
Provided that:
(iii) the aggregate number of the Shares to be issued pursuant to such authority (including the Shares to be issued in
pursuance of Instruments made or granted pursuant to such authority), does not exceed 50% of the total number of
issued Shares (as calculated in accordance with paragraph (iv) below), and provided further that where shareholders
of the Company (“Shareholders”) are not given the opportunity to participate in the same on a pro-rata basis (“non
pro-rata basis”), then the Shares to be issued under such circumstances (including the Shares to be issued in
pursuance of Instruments made or granted pursuant to such authority) shall not exceed 20% of the total number of
issued Shares (as calculated in accordance with paragraph (iv) below);
(iv) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited
(the “SGX-ST”)) for the purpose of determining the aggregate number of the Shares that may be issued under
paragraph (iii) above, the total number of issued Shares shall be based on the total number of issued Shares of the
Company (excluding treasury shares) at the time such authority was conferred, after adjusting for:
(aa) new Shares arising from the conversion or exercise of any convertible securities;
(bb) new Shares arising from exercising share options or the vesting of share awards which are outstanding or
subsisting at the time such authority was conferred; and
(cc) any subsequent bonus issue, consolidation or subdivision of the Shares;
Indofood Agri Resources Ltd. • Annual Report 2012 147