INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2015
155.
(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 11 April 2016 (being an addendum to the Annual Report of
the Company for the financial year ended 31 December 2015) (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 authorised 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 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,
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(Company Registration No. 200106551G)
