156
INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2014
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 office of the Company at 8 Eu Tong Sen Street, #16
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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 Hendra Susanto is an Independent Director and he is also member of the Audit & Risk Management Committee and the Nominating
Committee. He will, upon re
-
election, continue to serve as a member of the Audit & Risk Management and the Nominating Committees.
EXPLANATORY NOTE TO RESOLUTION 4b:
Mr Mark Julian Wakeford is an Executive Director and the Chief Executive Officer (“CEO”) of the Company. He will, upon re
-
election, continue
to serve as a member of the Board and CEO.
EXPLANATORY NOTE TO RESOLUTION 4c:
Mr Tjhie Tje Fie is a Non
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Executive Director. He is also a member of the Remuneration Committee and Nominating Committee. He will, upon
re
-
election, continue to serve as Non
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Executive Director and members of the Remuneration and Nominating Committees.
EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED:
The ordinary resolution proposed in item (6) 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 Pacific Company Limited and PT Indofood
Sukses Makmur Tbk, 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 (7) 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 (8) above if passed will empower the directors of the Company to make purchases (whether by way
of market purchases or off
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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 defined 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 financial position, the implications arising as a result of the Share Purchase Mandate under The Singapore Code
on Take
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overs and Mergers and on the listing of the Company’s Shares on the SGX
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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 08 May 2015 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 Raffles Place #32
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01 Singapore Land Tower, Singapore 048623 up to 5.00 p.m. 08 May 2015 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 08 May 2015 will be entitled to the proposed dividend.
Payment of the dividend, if approved by the members at the AGM to be held on 29 April 2015, will be made on 20 May 2015.
NOTICE OF ANNUAL GENERAL MEETING
