Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
101
Notice OF ANNUAL GENERAL MEETING
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 to be held, whichever is earlier.”
[See Explanatory Note (iii) below]
8.
Authority to ALLOT AND ISSUE SHARES UNDER the KIM HENG PERFORMANCE SHARE PLAN 2013
(Resolution 9)
“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 awards in accordance with the provisions of the Kim Heng Performance
Share Plan 2013 (“
Kim Heng PSP
”) and to allot and issue from time to time such number of Shares in the capital
of the Company as may be required to be issued pursuant to the vesting of awards granted under the Kim Heng
PSP, provided always that the aggregate number of Shares to be allotted and issued pursuant to the Kim Heng PSP,
when aggregated together with the Shares issued and/or issuable in respect of all awards granted under the
Kim Heng PSP 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, 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 to be held, whichever is earlier.”
[See Explanatory Note (iv) below]
9.
Proposed Renewal of the Share Buyback Mandate
(Resolution 10)
That:
(a)
for the purposes of sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the
“
Companies Act
”), the exercise by the Directors of the Company of all the powers of the Company to
purchase or otherwise acquire issued ordinary shares in the capital of the Company not exceeding in
aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the
Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether
by way of:
(i)
market purchases (each an “
Market Purchase
”) on the SGX-ST; and/or
(ii)
off-market purchases (each an “
Off-Market Purchase
”) effected otherwise than on the SGX-ST in
accordance with any equal access schemes as may be determined or formulated by the Directors
of the Company as they may, in their absolute discretion, deem fit, which schemes shall satisfy all
the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time
being be applicable (the “
Share Buyback Mandate
”);
(b)
the Directors of the Company may impose such terms and conditions which are not inconsistent with
the Share Buyback Mandate, the listing rules of the SGX-ST and the Companies Act, as they consider fit
and in the interests of the Company in connection with or in relation to any equal access scheme(s);
(c)
any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buyback
Mandate shall, at the absolute discretion of the Directors of the Company, either be cancelled or held in
treasury and dealt with in accordance with the Companies Act;
