/ . 1 0 6
E U R O S P O R T S G L O B A L L I M I T E D
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
percent (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 percent (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 (iii)]
(resolution 6)
8.
ProPoSED rEnEWaL oF SharE PurChaSE manDaTE
That:-
(a)
for the purposes of Section 76C and 76E of 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 (“
Shares
”) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such
price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter
defined), whether by way of:
(i)
on-market purchase(s) on the SGX-ST; and/or
(ii)
off-market purchase(s) effected otherwise than on the SGX-ST in accordance with any equal access
scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit,
which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Catalist Rules,
noT iCE oF
annuaL gEnEraL mEET ing
