155
INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2014
(b)
unless varied or revoked by the Company in general meeting, the authority conferred on the directors of the
Company pursuant to the Share Purchase Mandate in paragraph (a) of this Resolution may be exercised by the
directors of the Company at any time and from time to time during the period commencing from the date of the
passing of this Resolution and expiring on the earliest of:
(i)
the date on which the next annual general meeting of the Company is held; or
(ii)
the date by which the next annual general meeting of the Company is required by law to be held; or
(iii) the date on which purchases or acquisitions of Shares are carried out to the full extent mandated;
(c)
in this Resolution:
“
Prescribed Limit
” means, subject to the Companies Act, 10% of the total number of issued Shares of the Company
(excluding any Shares which are held as treasury shares) as at the date of the passing of this Resolution; and
“
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 defined hereinafter); and
(ii)
in the case of an Off
-
Market Purchase, 110% of the Average Closing Price (as defined hereinafter),
where:
“
Average Closing Price
” means the average of the Closing Market Prices of the Shares over the last five 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 five
-
Market Day period;
“
Closing Market Price
” means the last dealt price for a Share transacted through the SGX
-
ST’s Quest
-
ST system
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 8]
9.
To transact any other routine business.
By Order of the Board
MAK MEI YOOK
LEE SIEW JEE, JENNIFER
Company Secretaries
Singapore
10 April 2015
NOTICE OF ANNUAL GENERAL MEETING
