Page 95 - ar2012.pdf

93 '"3 &"45 (3061 -*.*5&% t "//6"- 3&1035
(B) (notwithstanding that this authority may have ceased to be in force) issue shares in pursuance of any
Instrument made or granted by the Directors while this authority was in force,
provided that:-
(1) the aggregate number of shares to be issued pursuant to this authority (including shares to be issued in
pursuance of Instruments made or granted pursuant to this authority) does not exceed 50% (or 100%,
in the event of a pro-rata renounceable rights issue) of the issued share capital of the Company (as
calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to
be issued other than on a pro-rata basis to the existing shareholders of the Company (including shares
to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed
20% of the issued share capital of the Company (as calculated in accordance with subparagraph (2)
CFMPX
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of shares that may be issued under subparagraph (1) above, the
percentage of issued share capital shall be based on the issued share capital of the Company at the
time this authority is given, after adjusting for:-
` (i) new shares arising from the conversion or exercise of any convertible securities or share options
PS WFTUJOH PG TIBSF BXBSET XIJDI BSF PVUTUBOEJOH PS TVCTJTUJOH BU UIF UJNF UIJT BVUIPSJUZ JT HJWFO
and
JJ BOZ TVCTFRVFOU DPOTPMJEBUJPO PS TVC EJWJTJPO PG TIBSFT
(3) in exercising the authority conferred by this authority, the Directors shall comply with the provisions of
the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST)
BOE UIF "SUJDMFT PG "TTPDJBUJPO GPS UIF UJNF CFJOH PG UIF $PNQBOZ BOE
(4) (unless revoked or varied by the Company in general meeting) this authority 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 and the Catalist Rules to be held, whichever
is the earlier”.
[See explanatory note (iii) below] (Resolution 9)
9. “That approval be and is hereby given for the purpose of Chapter 9 of the Catalist Rules for the Company and
its subsidiaries to enter into any of the transactions falling within the types of interested person transactions
as set out in the Appendix to the Annual Report 2012 (the “Appendix”) with the interested persons described
in the Appendix, provided that such transactions are transacted on normal commercial terms and will not be
prejudicial to the interests of the Company and the minority shareholders of the Company and in accordance
with the guidelines and procedures as set out in the Appendix and that such approval (the “Shareholders’
Mandate”) shall, unless revoked or varied by the Company in general meeting, continue in force until the next
"OOVBM (FOFSBM .FFUJOH PG UIF $PNQBOZ BOE UIF %JSFDUPST PG UIF $PNQBOZ CF BOE BSF IFSFCZ BVUIPSJTFE
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 to give effect to the Shareholders’ Mandate.”
[See explanatory note (iv) below] (Resolution 10)
Notice of Annual General Meeting