Page 150 - ar2012

Notice of Annual General Meeting
and, in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued
had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument; and
(V) (unless revoked or varied by the Company in general meeting), the authority so conferred 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 the earlier. [Resolution 7]
8. The proposed renewal of the shareholders’ mandate on Interested Person Transactions
That approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual of the SGX-ST, for the Company,
its subsidiaries and associated companies (if any) that are entities at risk (as the 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 set out in the Company’s
Addendum to Shareholders dated 8 April 2013 (being an addendum to the Annual Report of the Company for the fnancial
year ended 31 December 2012) (the “Addendum”) with any party who is of the class of Interested Persons described in the
Addendum provided that such transactions are made at arm’s length, on normal commercial terms and are not prejudicial
to the interests of the Company and its minority Shareholders and are in accordance with the review procedures for such
Interested Person Transactions as set out in the Addendum (the “Shareholders’ Mandate”);
That the Shareholders’ Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until
the next annual general meeting of the Company is held or is required by law to be held, whichever is the earlier;
That the Audit Committee of the Company be and is hereby authorized 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 amendment
to Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST from time to time; and
That 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 Shareholders’ Mandate and/or this Resolution. [Resolution 8]
9. The proposed renewal of the Share Purchase Mandate
That:
(a) for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the Companies Act”), the exercise by
the directors of the Company of all the powers of the Company to purchase or otherwise acquire issued and fully
paid ordinary shares in the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit (as hereinafter
defned), at such price or prices as may be determined by the directors of the Company from time to time up to the
Maximum Price (as hereinafter defned), whether by way of:
(i) market purchases (each a “Market Purchase”) on the Singapore Exchange Securities Trading Limited (“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 scheme(s) as may be determined or formulated by the directors of the Company as they
consider ft, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and listing rules of the SGX-ST as may for the time being be
applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the directors of the Company
pursuant to the Share Purchase Mandate in paragraph (a) of this Resolution may be exercised by the directors of
the Company at any time and from time to time during the period commencing from the date of the passing of this
Resolution and expiring on the earliest of:
(i) the date on which the next annual general meeting of the Company is held; or
(ii) the date by which the next annual general meeting of the Company is required by law to be held; or
(iii) the date on which purchases or acquisitions of Shares are carried out to the full extent mandated;
(c) in this Resolution:
“Prescribed Limit” means, subject to the Companies Act, 10% of the total number of issued Shares of the Company
(excluding any Shares which are held as treasury shares) as at the date of the passing of this Resolution; and
148