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A M A R Q U E A B O V E T H E R E S T
102
E U R O S P O R T S G L O B A L L I M I T E D
103
2 0 1 4 A N N U A L R E P O R T
11.
EUROSPORTS PERFORMANCE SHARE PLAN
That the Directors of the Company be and are hereby authorised to offer and grant awards in accordance
with the provisions of the EuroSports Performance Share Plan (the “
Performance Share Plan
”) and pursuant
to Section 161 of the Companies Act, Cap 50, 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 under
the Performance Share Plan, provided that the aggregate number of shares to be issued pursuant to the
Performance Share Plan and any other share based incentive schemes of the Company shall not exceed
fifteen per cent (15%) of the total number of shares excluding treasury shares of the Company from time to
time.
[see Explanatory Note (vi)]
(Resolution 10)
12.
EUROSPORTS EMPLOYEE SHARE OPTION SCHEME
That the Directors of the Company be and are hereby authorised to offer and grant options in accordance
with the provisions of the EuroSports Employee Share Option Scheme (the “
Scheme
”) and pursuant to
Section 161 of the Companies Act, Cap. 50, 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 exercise of the options under
the Scheme provided always that the aggregate number of shares to be issued pursuant to the Scheme
shall not exceed fifteen per cent. (15%) of the total number of issued shares excluding treasury shares of the
Company from time to time.” [See Explanatory Note (vii)]
(Resolution 11)
By Order of the Board
Siu Yeung Sau
Loh Lee Eng
Joint Company Secretaries
14 July 2014
Notes:
(1) Save as provided in the Articles of Association, a member entitled to attend and vote at the Annual General Meeting is entitled to appoint
not more than two proxies to attend and vote in his stead. A member of the Company which is a corporation is entitled to appoint its
authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.
(2) Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney (or other
authority) 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.
(3) The instrument appointing a proxy or proxies, duly executed, must be deposited at the Registered Office of the Company at 30 Teban
Gardens Crescent, Singapore 608927 not less than 48 hours before the time appointed for holding the Annual General Meeting.
(4) 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 under the hand of
its attorney duly authorised.
NOTICE OF
ANNUAL GENERAL MEET ING
(ii)
make or grant offers, agreements or options that may or would require shares to be issued,
including but not limited to the creation and issue of (as well as adjustments to) warrants,
debentures or other instruments convertible into shares (collectively, “
Instruments
”),
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
b.
(notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instrument made or granted by the Directors while this Resolution was
in force,
provided that:
(i)
the aggregate number of shares to be issued pursuant to this Resolution (including shares to
be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not
exceed one hundred per cent. (100%) of the total number of issued shares excluding treasury
shares of the Company (as calculated in accordance with sub-paragraph (ii) below), of which
the aggregate number of shares to be granted other than on a pro-rata basis to shareholders
of the Company with registered addresses in Singapore (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty
per cent. (50%) of the total number of issued shares excluding treasury shares of the Company
(as calculated in accordance with sub-paragraph (ii) below);
(ii)
for the purpose of determining the aggregate number of shares that may be issued under
sub-paragraph (i) above, the percentage of the total number of issued shares excluding
treasury shares of the Company shall be calculated based on the total number of issued shares
excluding treasury shares of the Company at the time of the passing of this Resolution, after
adjusting for:
(1)
new shares arising from the conversion or exercise of any convertible securities;
(2)
new shares arising from exercise of share options or vesting of share awards outstanding
or subsisting at the time of the passing of this Resolution, provided the options or
awards were granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist;
and
(3)
any subsequent bonus issue, consolidation or subdivision of shares;
(iii)
in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Rules of Catalist for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(iv)
unless revoked or varied by the Company in general meeting, the authority conferred by this
Resolution 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 to be held, whichever is the earlier.
[See Explanatory Note (v)]
(Resolution 9)
NOTICE OF
ANNUAL GENERAL MEET ING
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