Page 151 - ar2012

Notice of Annual General Meeting
“Maximum Price”, in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties,
applicable goods and services tax and other related expenses) not exceeding:
(i) in the case of a Market Purchase, 105% of the Average Closing Price (as defned hereinafter); and
(ii) in the case of an Off-Market Purchase, 110% of the Average Closing Price (as defned hereinafter),
where:
“Average Closing Price” means the average of the Closing Market Prices of the Shares over the last fve Market Days
on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding the day of the Market
Purchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and
deemed to be adjusted for any corporate action that occurs after such fve-Market Day period;
“Closing Market Price” means the last dealt price for a Share transacted through the trading system of the SGX-ST
as shown in any publication of the SGX-ST or other sources;
“date of the making of the offer” means the day on which the Company announces its intention to make an offer
for the purchase or acquisition 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
(d) the directors of the Company be and are hereby authorised to complete and do all such acts and things (including
executing such documents as may be required) as they may consider expedient or necessary to give effect to the
transactions contemplated by this Resolution. [Resolution 9]
10. To transact any other business.
By Order of the Board
MAK MEI YOOK
LEE SIEW JEE, JENNIFER
Company Secretaries
Singapore
Date: 8 April 2013
Indofood Agri Resources Ltd. • Annual Report 2012 149