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A N N U A L R E P O R T 2 0 1 5
T H E S T R E N G T H O F O U R B R A N D S
EXPLanaTorY noTES:
(i)
Mr Goh Kim Hup, upon re-election as a Director of the Company, will remain as an Executive Director and the Deputy
Chief Executive Officer of the Company.
(ii)
Mr Tan Siok Sing, upon re-election as a Director of the Company, will remain as the Chairman of the Nominating
Committee and a member of the Audit Committee and the Remuneration Committee of the Company. Mr Tan is an
Independent Director.
(iii)
resolution 6
proposed in item 7. above, if passed, is to empower the Directors to allot and issue shares in the capital
of the Company and/or Instruments (as defined above). The aggregate number of shares to be issued pursuant to
Resolution 6 (including shares to be issued in pursuance of Instruments made or granted) shall not exceed one
hundred percent (100%) of the total number of issued shares excluding treasury shares of the Company, with a sub-
limit of fifty percent (50%) for shares issued other than on a pro-rata basis (including shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution) to shareholders with registered addresses in Singapore. For
the purpose of determining the aggregate number of shares that may be issued, the percentage of the total number
of issued shares excluding treasury shares of the Company will be calculated based on the total number of issued
shares excluding treasury shares of the Company at the time of the passing of Resolution 6, after adjusting for (i) new
shares arising from the conversion or exercise of any convertible securities; (ii) new shares arising from exercise of
share options or vesting of share awards outstanding or subsisting at the time of the passing of Resolution 6, provided
the options or awards were granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and (iii) any
subsequent bonus issue, consolidation or subdivision of shares.
(iv)
resolution 7
is to empower the Directors from the date of the above Meeting until the next Annual General Meeting
to purchase or otherwise acquire issued ordinary Shares by way of market purchases or off-market purchases of up to
ten percent (10%) of the total number of issued Shares (excluding treasury shares) at the Maximum Price in accordance
with the terms and conditions set out in the Appendix dated 10 July 2015 to this Notice of Annual General Meeting, the
Companies Act and the Rules of Catalist. Please refer to the Appendix dated 10 July 2015 circulated together with the
Company’s Annual Report for details.
(v)
resolution 8
proposed in item 9. above, if passed, is to authorise the Directors to offer and grant awards in accordance
with the provisions of the Performance Share Plan and to allot and issue shares thereunder.
(vi)
resolution 9
proposed in item 10. above, if passed, is to authorise the Directors to offer and grant options in accordance
with the provisions of the Scheme and pursuant to Section 161 of the Companies Act, to allot and issue shares under
the Scheme. The size of the Scheme is limited to fifteen percent (15%) of the total number of issued shares excluding
treasury shares of the Company for the time being.
