BUILDING LANDMARKS, CHARTING GROWTH
263
Annual Report 2015
(2)
unless varied or revoked by the Company in general meeting, the authority
conferred on the Directors of the Company pursuant to the Share Buyback
Mandate may be exercised by the Directors of the Company at any time and from
time to time during the period commencing from the date of the passing of this
Resolution and expiring on the earliest of:
(a) the date on which the next Annual General Meeting of the Company is held;
(b) the date by which the next Annual General Meeting of the Company is
required by law to be held; and
(c) the date on which purchases and acquisitions of Shares pursuant to the
Share Buyback Mandate are carried out to the full extent mandated;
(3)
in this Resolution:
“
Average Closing Price
” means the average of the last dealt prices of a Share for
the five consecutive trading days on which the Shares are transacted on the SGX-ST
immediately preceding the date of the market purchase by the Company or, as the
case may be, the date of the making of the offer pursuant to the off-market purchase,
and deemed to be adjusted, in accordance with the listing rules of the SGX-ST,
for any corporate action that occurs after the relevant five-day period;
“
date of the making of the offer
” means the date on which the Company
announces its intention to make an offer for the purchase or acquisition of Shares
from holders of Shares, stating therein the purchase price (which shall not be more
than the Maximum Price calculated on the basis set out below) for each Share and
the relevant terms of the equal access scheme for effecting the off-market purchase;
“
Maximum Limit
” means that number of issued Shares representing 5% of the
total number of issued Shares as at the date of the passing of this Resolution
(excluding any Shares which are held as treasury shares as at that date); and
“
Maximum Price
” in relation to a Share to be purchased or acquired, means the
purchase price (excluding related brokerage, commission, applicable goods and
services tax, stamp duties, clearance fees and other related expenses) which shall
not exceed:
(i)
in the case of a market purchase of a Share, 105% of the Average Closing
Price of the Shares; and
(ii)
in the case of an off-market purchase of a Share, 110% of the Average
Closing Price of the Shares,
(4)
the Directors of the Company and/or any of them be and are hereby authorised to
complete and do all such acts and things (including executing such documents as
may be required) as they and/or he may consider expedient or necessary to give
effect to the transactions contemplated and/or authorised by this Resolution.
NOTICE OF ANNUAL GENERAL MEETING
