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150 INDOFOOD AGRI RESOURCES LTD • ANNUAL REPORT 2013
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Raffles City Convention Centre, Atrium
Ballroom (Level 4), 80 Bras Basah Road, Singapore 189560, on Tuesday, 29 April 2014 at 3.00 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 2013 and the Auditors’ Report
thereon. [Resolution 1]
2. To declare a first and final tax-exempt (one-tier) dividend of 0.52 Singapore cents per share for the year ended 31 December
2013 (2012: 0.85 Singapore cents per share). [Resolution 2]
3. To approve the Directors’ Fees of S$345,000 (2012: S$345,000) for the year ended 31 December 2013. [Resolution 3]
4a. To re-elect Mr Moleonoto Tjang, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4a]
4b. To re-elect Mr Lee Kwong Foo Edward, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4b]
4c. To re-elect Mr Lim Hock San, the Director who retires under Article 117 of the Company’s Articles of Association. [Resolution 4c]
4d. To re-elect Mr Goh Kian Chee, the Director who retires under Article 117 of the Company’s Articles of Association. [Resolution 4d]
5. To re-appoint Messrs Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fix their
remuneration. [Resolution 5]
AS SPECIAL BUSINESS
To consider and, if thought fit, pass the following Resolutions Nos. 6 to 8 as Ordinary Resolutions:
6. 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 fit; 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);