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Notice of Annual General Meeting
Note:
A member is entitled to appoint not more than two proxies to attend and vote in his place. A proxy need not be a Member of the Company. Members wishing to
vote by proxy at the Meeting may use the proxy form enclosed. To be valid, the completed proxy form must be lodged at the registered offce of the Company at
8 Eu Tong Sen Street, #16-96/97 The Central, Singapore 059818 not less than 48 hours before the time appointed for holding the Meeting.
Explanatory Note to Resolution 4a:
Mr Axton Salim is a Non-Executive Director. He will, upon re-election, continue to serve as a member of the Board.
Explanatory Note to Resolution 4b:
Mr Tjhie Tje Fie is a Non-Executive Director of the Company. He is a member of the Remuneration Committee and Nominating Committee. He will, upon
re-election, continue to serve as a member of each of the Remuneration and Nominating Committees.
Explanatory Note to Resolution 4c:
Mr Suaimi Suriady is an Executive Director of the Company. He will, upon re-election, continue to serve as a member of the Board.
Explanatory Note to Resolution 5:
Mr Sonny Lianto is an Executive Director of the Company. He will, upon re-election, continue to serve as a member of the Board.
Explanatory Notes on Special Business to be Transacted:
The ordinary resolution proposed in item (7) above if passed will empower the directors of the Company from the date of the above Meeting until the next
Annual General Meeting, to issue shares and convertible securities in the Company up to an amount not exceeding in total 50 per centum of the total number
of issued shares in the capital of the Company calculated on the basis set out in the said resolution. For issues of shares and convertible securities other than
on a pro rata basis to all Shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed 20 per centum of the total
number of issued shares in the capital of the Company calculated on the basis set out in the said resolution. This authority will, unless previously revoked or
varied at a general meeting, expire at 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.
Shareholders should note that presently, the controlling shareholders of the Company include First Pacifc Company Limited and PT Indofood Sukses Makmur
Tbk, which are listed on the Hong Kong Stock Exchange Limited and the Indonesia Stock Exchange (Bursa Efek Indonesia), respectively. Prior to any exercise
of the authority conferred upon them by the ordinary resolution in item (6) above, the directors of the Company intend to take into account, inter alia, any
approval that may be required from any such controlling shareholders and/or their respective shareholders and/or from such stock exchanges.
For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the offering documents for
the issue of shares and Instruments pursuant to such authority may NOT be despatched to Shareholders with registered addresses outside Singapore as at the
applicable books closure date and who have not, by the stipulated period prior to the books closure date, provided to The Central Depository (Pte) Limited or
the Share Registrar, as the case may be, with addresses in Singapore for the service of notices and documents.
The ordinary resolution proposed in item (8) above if passed will empower the directors of the Company to enter into Interested Person Transactions approved
by the Shareholders’ Mandate. Such authority will, unless revoked or varied by the Company in general meeting, continue in force until the next Annual
General Meeting of the Company and Shareholders’ approval will be sought for its renewal at every Annual General Meeting of the Company.
The ordinary resolution proposed in item (9) above if passed will empower the directors of the Company to make purchases (whether by way of market
purchases or off-market purchases on an equal access scheme) from time to time of up to 10 per centum of the total number of issued Shares as at the date of
the above Meeting at the price up to but not exceeding the Maximum Price (as defned in the Resolution). The rationale for the Share Purchase Mandate, the
source of funds to be used for the Share Purchase Mandate, the impact of the Share Purchase Mandate on the Company’s fnancial position, the implications
arising as a result of the Share Purchase Mandate under The Singapore Code on Take-overs and Mergers and on the listing of the Company’s Shares on the
SGX-ST, as well as the number of Shares purchased by the Company in the previous twelve months are set out in the Addendum.
Notice of Book Closure
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of Indofood Agri Resources Ltd will be closed at 5.00 p.m. on 8 May 2013
for the preparation of Final Dividend entitlement and shall reopen on the following working day.
Duly completed and stamped registrable transfers received by the Company’s Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffes
Place #32-01 Singapore Land Tower, Singapore 048623 up to 5.00 p.m. on 8 May 2013 will be registered to determine shareholders’ entitlements to the
said dividend. Members whose securities accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 8 May 2013 will be
entitled to the proposed dividend.
Payment of the dividend, if approved by the members at the AGM to be held on 26 April 2013, will be made on 17 May 2013.
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