KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
100
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 Constitution 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 (ii) below]
7.
Authority to ALLOT AND ISSUE SHARES UNDER the KIM HENG EMPLOYEE SHARE OPTION SCHEME
2013
(Resolution 8)
“That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, authority be and is hereby given
to the Directors of the Company to grant options in accordance with the provisions of the Kim Heng Employee
Share Option Scheme 2013
(“
Kim Heng ESOS
”) and to allot and issue from time to time such number of shares
in the capital of the Company (“
Shares
”) as may be required to be issued pursuant to the exercise of the
options granted under the Kim Heng ESOS, provided always that the aggregate number of Shares to be allotted
and issued pursuant to the Kim Heng ESOS, when aggregated together with the Shares issued and/or issuable
in respect of all options granted under the Kim Heng ESOS and all Shares issued and/or issuable in respect of all
options or awards granted under any other share schemes or share plans adopted by the Company for the time
being, shall not exceed 15% of the total number of issued Shares (excluding treasury shares) of the Company
from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting,
