BUILDING LANDMARKS, CHARTING GROWTH
265
Annual Report 2015
Explanatory Notes:
1.
Ordinary Resolutions 3 and 4
Mr. Kuok Khoon Hong will, upon his re-election, continue to serve as the Chairman of the Board of Directors and a member
of the Remuneration Committee.
Mr. Pua Seck Guan will, upon his re-election, continue to serve as the Director and Chief Executive Officer and Member of
the Corporate Disclosure Committee.
Mr. Ooi Eng Peng will, upon his re-election, continue to serve as the Chairman of the Audit and Risk Committee and is
considered independent for the purposes of Rule 704(8) of the Listing Manual of Singapore Exchange Securities Trading
Limited. Mr. Ooi will continue to serve as a Member of the Corporate Disclosure Committee.
2.
Ordinary Resolution 7
Ordinary Resolution 7 is to authorise the Directors of the Company from the date of the Annual General Meeting until the
next Annual General Meeting to issue shares and/or make or grant instruments that might require shares to be issued,
and to issue shares in pursuance of such instruments, up to a limit of 50% of the total number of issued shares in the
capital of the Company, excluding treasury shares, with a sub-limit of 20% for issues other than on a pro rata basis,
calculated as described in the Resolution.
3.
Ordinary Resolution 8
Ordinary Resolution 8 is to authorise the Directors to allot and issue from time to time such number of shares as may be
required to be issued pursuant to the exercise of such options under the Scheme up to an amount not exceeding 15 per cent
of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time.
This 15% limit is calculated by including (1) the shares which have been allotted and issued pursuant to the exercise of
options under the Scheme since the implementation of the Scheme and (2) the total number of shares subject to any
other share option or share incentive schemes of the Company.
4.
Ordinary Resolution 9
The Ordinary Resolution 9 proposed above, if passed, will empower the Directors of the Company, from the date of the
Annual General Meeting until the next Annual General Meeting or the date by which the next Annual General Meeting of
the Company is required by law to be held or when varied or revoked by the Company in general meeting, whichever is
earlier, to purchase or acquire up to 5% of the total number of issued Shares (excluding treasury shares), at prices up to
but not exceeding the Maximum Price (as defined above), as at the date of the passing of this Ordinary Resolution 9.
Details of the proposed renewal of the Share Buyback Mandate are set out in the Appendix.
As at the date of this notice, the Company has not purchased or acquired its Shares.
The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company’s
financial position, cannot be ascertained as at the date of this Notice as this will depend on the number of the Shares
purchased or acquired and the price at which such Shares were purchased or acquired.
The financial effects of the purchase or acquisition of Shares by the Company pursuant to the proposed renewal of the
Share Buyback Mandate on the Group’s audited financial statements for the financial period ended 31 December 2015 are
set out in the Appendix and are for illustration purposes only.
NOTICE OF ANNUAL GENERAL MEETING
