KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
102
NOTICE
OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN
that the Annual General Meeting of Kim Heng Offshore & Marine Holdings
Limited (the “
Company
”) will be held at Jurong Country Club, Ficus Rooms 2 & 3, Level 2, 9 Science
Centre Road, Singapore 609078 on Wednesday, 29 April 2015 at 9:30 a.m. for the following purposes:
ORDINARY BUSINESS
1.
To receive and adopt the Audited Financial Statements for the financial year ended 31 December
2014 and the Directors’ Report and the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a one-tier tax exempt final dividend of 0.5 Singapore cents per ordinary share in respect of
the financial year ended 31 December 2014.
(Resolution 2)
3.
To approve the payment of Directors’ fees of S$265,000 for the financial year ended 31 December
2014.
(Resolution 3)
4.
To re-elect the following Directors retiring pursuant to Article 103 of the Company’s Articles of
Association:
Mr Tan Chow Boon
[See Explanatory Note (i) below]
(Resolution 4)
Mr Ho Boon Chuan Wilson
[See Explanatory Note (ii) below]
(Resolution 5)
5.
To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors to fix
their remuneration.
(Resolution 6)
6.
To transact any other ordinary business that may be properly transacted at an Annual General
Meeting.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions, with or without
modifications:
7.
AUTHORITY TO ALLOT AND ISSUE SHARES
(Resolution 7)
“That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, and Rule 806 of the
Listing Manual of the Singapore Exchange Securities Trading Limited (“
SGX-ST
”) – Section B: Rules
of Catalist (“
Catalist Rules
”), authority be and is hereby given to the Directors of the Company to:-
(A) (i)
issue and allot new shares (“
Shares
”) in the capital of the Company whether by way of
rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “
Instruments
”) that might or
would require Shares to be issued, including but not limited to the creation and issue of
(as well as adjustments to) warrants, debentures or other instruments convertible into
Shares, at any time and upon such terms and conditions and for such purposes and to
such persons as the Directors may, in their absolute discretion, deem fit; and
(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,
