Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
103
Notice OF ANNUAL GENERAL MEETING
(f )
the Directors of the Company and each of them be and are hereby authorised and empowered to
complete and do all such acts and things (including without limitation, to execute all such documents
as may be required and to approve any amendments, alterations or modifications to any documents),
as they/he/she may consider necessary, desirable or expedient to give effect to the transactions
contemplated by this Resolution.
[See Explanatory Note (v)]
10.
To transact any other business that may be properly transacted at an Annual General Meeting.
By Order of the Board
Tan Wee Sin
Company Secretary
11 April 2016
Singapore
Explanatory Notes:
(i)
Mr Ong Sie Hou Raymond will, upon re-election as Director of the Company, remain as the Chairman of the Remuneration Committee as
well as a Member of the Audit & Risk Committee and the Nominating Committee. The Board considers Mr Ong Sie Hou Raymond to be
independent for the purpose of Rule 704(7) of the Catalist Rules. Key information of Mr Ong Sie Hou Raymond can be found on page 14
of the Annual Report 2015. There are no relationships (including family relationship) between Mr Ong Sie Hou Raymond and the other
Directors of the Company or its substantial shareholders.
(ii)
Ordinary Resolution 7, 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.
(iii)
Ordinary Resolution 8, 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.
(iv)
The Ordinary Resolution 9, 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.
(v)
Ordinary Resolutions 10, if passed, will empower the Directors of the Company, effective 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
the earlier, to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to ten per cent (10%)
of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price set out in the
Appendix dated 11 April 2016 to this Notice of Annual General Meeting. Please refer to Appendix dated 11 April 2016 circulated together
with the Company’s Annual Report for details.
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.
