154
INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2014
NOTICE OF ANNUAL GENERAL MEETING
(iv) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited
(the “SGX
-
ST”)) for the purpose of determining the aggregate number of the Shares that may be issued under
paragraph (iii) above, the total number of issued Shares shall be based on the total number of issued Shares of
the Company (excluding treasury shares) at the time such authority was conferred, after adjusting for:
(aa) new Shares arising from the conversion or exercise of any convertible securities;
(bb) new Shares arising from exercising share options or the vesting of share awards which are outstanding or
subsisting at the time such authority was conferred; and
(cc) any subsequent bonus issue, consolidation or subdivision of the Shares;
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 6]
7.
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 10 April 2015 (being an addendum to the Annual Report of
the Company for the financial year ended 31 December 2014) (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 & Risk Management 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 7]
8.
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 defined), 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 defined), 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 fit, 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
”);
