INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2015
157.
Notes:
a)
A member who is not a relevant intermediary (as defined in Section 181 of the Companies Act, Chapter 50) is entitled to appoint not more than
two proxies to attend, speak and vote at the Meeting. Where such member’s proxy form appoints more than one proxy, the proportion of the
shareholding concerned to be represented by each proxy shall be specified in the proxy form.
b)
A member who is a relevant intermediary (as defined in Section 181 of the Companies Act, Chapter 50) is entitled to appoint more than two
proxies to attend, speak and vote at the Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares
held by such member. Where such member’s proxy form appoints more than two proxies, the number and class of shares in relation to which
each proxy has been appointed shall be specified in the proxy form.
c)
A proxy need not be a member of the Company.
d)
To be valid, the completed proxy form must be lodged at the registered office of the Company at 8 Eu Tong Sen Street, #16-96/97 The Central,
Singapore 059818 not less than 48 hours before the time appointed for holding the Meeting.
EXPLANATORY NOTE TO RESOLUTION 4a:
Mr Axton Salim is a Non-Executive Director. He will, upon re-election, continue to serve as a member of the Board.
EXPLANATORY NOTE TO RESOLUTION 4b:
Mr Suaimi Suriady is an Executive Director of the Company. He will, upon re-election, continue to serve as a member of the Board.
EXPLANATORY NOTE TO RESOLUTION 4c:
Mr Moleonoto Tjang is an Executive Director. He will, upon re-election, continue to serve as a member of the Board.
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-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-overs and Mergers and on the listing
of the Company’s Shares on the SGX-ST, as well as the number of Shares purchased by the Company in the previous twelve months are set out in the
Addendum.
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(Company Registration No. 200106551G)
