KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
103
NOTICE
OF ANNUAL GENERAL MEETING
PROVIDED ALWAYS that:
(1) the aggregate number of Shares to be issued pursuant to this authority (including the Shares
to be issued in pursuance of Instruments, made or granted pursuant to this authority), shall not
exceed 100% of the total number of issued Shares (excluding treasury shares) in the capital of
the Company (as calculated in accordance with sub-paragraph (2) below), and provided further
that where shareholders of the Company (“
Shareholders
”) are not given the opportunity to
participate in the same on a pro-rata basis (“
non pro-rata basis
”), then the Shares to be issued
under such circumstances (including the Shares to be issued in pursuance of Instruments,
made or granted pursuant to this authority) shall not exceed 50% of the total number of issued
Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance
with sub-paragraph (2) below);
(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 sub-paragraph
(1) above, the total number of issued Shares (excluding treasury shares) shall be based on
the issued Shares (excluding treasury shares) at the time this authority was conferred, after
adjusting for:
(i)
new Shares arising from the conversion or exercise of any convertible securities;
(ii)
new Shares arising from the exercise of share options or the vesting of share awards
which are outstanding or subsisting at the time this authority was conferred; and
(iii) any subsequent consolidation or sub-division 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;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the
requirements imposed by the SGX-ST from time to time and the provisions of the Catalist
Rules for the time being in force (in each case, unless such compliance has been waived by
the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and
the Articles of Association of the Company for the time being; and
(4) (unless revoked or varied by the Company in a 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 earlier.”
[See Explanatory Note (iii) below]
