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INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2014
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 Wednesday, 29 April 2015 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 2014 and the Auditors’ Report
thereon.
[Resolution 1]
2.
To declare a first and final tax
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exempt (one
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tier) dividend of 0.52 Singapore cents per share for the year ended 31 December
2014 (2013: 0.52 Singapore cents per share).
[Resolution 2]
3.
To approve the Directors’ Fees of S$345,000 (2013: S$345,000) for the year ended 31 December 2014. [Resolution 3]
4a. To re
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elect Mr Hendra Susanto, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4a]
4b. To re
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elect Mr Mark Julian Wakeford, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4b]
4c.
To re
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elect Mr Tjhie Tje Fie, the Director who retires under Article 117 of the Company’s Articles of Association.
[Resolution 4c]
5.
To re
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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
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rata basis (“non pro
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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);
