KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
102
Notice OF ANNUAL GENERAL MEETING
(d)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors of the
Company at any time and from time to time during the period commencing from the date of the passing
of this Resolution and expiring on the earlier of:
(i)
the date on which the next annual general meeting of the Company (“
AGM
”) is held or is required
by law to be held;
(ii)
the date on which the share buybacks are carried out to the full extent mandated; or
(iii)
the date on which the authority contained in the Share Buyback Mandate is varied or revoked by
the Company in general meeting; and
(e)
in this Resolution:
“
Prescribed Limit
” means the number of issued Shares representing not more than 10% of the total
number of issued Shares (ascertained as at the date of the last AGM held before the passing of this
Resolution or as at the date of passing of this Resolution, whichever is higher, unless the Company has
effected a reduction of the share capital of the Company in accordance with the applicable provisions of
the Companies Act, at any time during the Relevant Period, in which event the total number of Shares
shall be taken to be the total number of Shares as altered (excluding any treasury shares that may be
held by the Company from time to time));
“
Relevant Period
” means the period commencing from the date on which the last AGM was held and
expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier, after
the date of passing of this Resolution; and
“
Maximum Price
” in relation to a Share to be purchased, means an amount (excluding brokerage,
commission, stamp duties, applicable goods and services tax, clearance fees and other related expenses)
not exceeding:
(i)
in the case of a Market Purchase, 105% of the Average Closing Price; and
(ii)
in the case of an Off-Market Purchase, 120% of the Average Closing Price,
where:
“
Average Closing Price
” means the average of the closing market prices of a Share over the last five
market days on which transactions in the Shares were recorded on the SGX-ST immediately preceding
the date of the Market Purchase by the Company or, as the case may be, the date of the making of the
offer (as defined hereinafter) pursuant to the Off-Market Purchase, and deemed to be adjusted for any
corporate action that occurs after the relevant five day period;
“
date of the making of the offer
” means the date on which the Company announces its intention to
make an offer for an Off-Market Purchase, stating the purchase price (which shall not be more than the
Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share and the
relevant terms of the equal access scheme for effecting the Off-Market Purchase; and
“
market day
”means a day on which the SGX-ST is open for trading in securities; and
