ANNUAL REPORT
2016
.111
*
A Relevant Intermediary is:
(a)
a banking corporation licensed under the Banking Act (Cap. 19) or a wholly-owned subsidiary of such a banking
corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
(b)
a person holding a capital markets services licence to provide custodial services for securities under the Securities and
Futures Act (Cap. 289) and who holds shares in that capacity; or
(c)
the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased
under the subsidiary legislation made under that Act providing for the making of investments from the contributions and
interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity
of an intermediary pursuant to or in accordance with that subsidiary legislation.
EXPLANATORY NOTES:
(i)
Mr Ng Tiak Soon, upon re-election as a Director of the Company, will remain as the Chairman of the Audit Committee
and a member of the Nominating Committee and the Remuneration Committee of the Company. Mr Ng is the Lead
Independent Director.
(ii)
Mr Lim Kim Quee, upon re-election as a Director of the Company, will remain as the Chairman of the Remuneration
Committee and a member of the Audit Committee and the Nominating Committee of the Company. Mr Lim 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 per cent
(100%) of the total number of issued shares excluding treasury shares of the Company, with a sub-limit of fifty per cent
(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
per cent (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 Appendix dated 11 July 2016 to this Notice of Annual General Meeting, the Companies
Act and the Rules of Catalist. Please refer to Appendix dated 11 July 2016 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.
