KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
105
NOTICE
OF ANNUAL GENERAL MEETING
Explanatory Notes:
(i)
Key information of Mr Tan Chow Boon can be found on page 13 of the Annual Report 2014. Please also refer to page 101 of
the Annual Report 2014 for Mr Tan Chow Boon’s shareholding interests in the Company.
(ii)
Mr Ho Boon Chuan Wilson will, upon re-election as Director of the Company, remain as the Chairman of the Audit Committee
as well as a Member of the Remuneration Committee and the Nominating Committee. The Board considers Mr Ho Boon
Chuan Wilson to be independent for the purpose of Rule 704(7) of the Catalist Rules. Key information of Mr Ho Boon Chuan
Wilson can be found on page 14 of the Annual Report 2014. There are no relationships (including family relationship) between
Mr Ho Boon Chuan Wilson and the other Directors of the Company or its substantial shareholders.
(iii)
The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company from the date of
this Meeting until the date 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 or such authority is carried or revoked by the Company in a general
meeting, whichever is the earlier, to allot and issue Shares in the Company and/or the Instruments (as defined above). The
aggregate number of Shares (including Shares to be made in pursuance of Instruments, made or granted pursuant to this
Resolution) which the Directors may allot and issue, shall not exceed 100% of the total number of issued Shares (excluding
treasury shares) in the capital of the Company, of which the total number of Shares and convertible securities other than on a
pro-rata basis to existing Shareholders, shall not exceed 50% of the total number of issued Shares (excluding treasury shares)
in the capital of the Company.
(iv)
The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company to grant options
under the Kim Heng ESOS and to allot and issue Shares pursuant to the exercise of such options in accordance with the Kim
Heng ESOS.
(v)
The Ordinary Resolution 9 proposed in item 9 above, if passed, will empower the Directors of the Company to grant awards
under the Kim Heng PSP and to allot and issue Shares pursuant to the vesting of such awards in accordance with the Kim
Heng PSP.
Notes:
(a)
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two
proxies, to attend and vote on his / her behalf, save that no such limit shall be imposed on the number of proxies appointed by
members which are nominee companies. A proxy need not be a member of the Company.
(b)
Where a member appoints two proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the
whole) to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as
representing 100% of the shareholding and any second named proxy as an alternate to the first named.
(c)
A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179
of the Companies Act, Cap. 50 of Singapore to attend and vote for and on behalf of such corporation.
(d)
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised
in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its
common seal or signed on its behalf by an officer or attorney duly authorised in writing.
(e)
Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney or
a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing
which the instrument may be treated as invalid.
(f)
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 9 Pandan Crescent,
Singapore 128465, not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting.
(g)
In the case of joint shareholders, all shareholders must sign the instrument appointing a proxy or proxies.
Personal Data Privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting
and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal
data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis of the Company
(or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment
thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General
Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any
applicable laws, listing rules, regulations and/or guidelines (collectively, the “
Purposes
”), (ii) warrants that where the member discloses
the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member
has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or
its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that
the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the
member’s breach of warranty.
