News
Notice Of Annual General Meeting And Book Closure Dates
NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of the Company will be held at No. 71 Jalan Lekar, Singapore 698950 on Tuesday, 18 March 2003 at 11.00 a.m. to transact the following business: -
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Ordinary Business | |
| 1 | To receive and adopt the Directors' Report and Audited Accounts for the financial year ended 31 December 2002 and the Auditors' Report thereon. | Resolution 1 |
| 2 (i) | To declare a first and final dividend of 6% per ordinary share less 22% Singapore income tax for the financial year ended 31 December 2002. | Resolution 2(i) |
| 2(ii) | To declare a special dividend of 6% per ordinary share less 22% Singapore income tax for the financial year ended 31 December 2002. | Resolution 2(ii) |
| 3 | To re-elect Mr Tan Tow Ee, who is retiring in accordance with Article 88 of the Company's Articles of Association, as Director of the Company. [see Explanatory Note (a)] | Resolution 3 |
| 4 | To re-elect the following directors, who are retiring by rotation in accordance with Article 89 of the Company's Articles of Association, as Directors of the Company :- (a) Mr Robson Lee Teck Leng [see Explanatory Note (a)] (b) Mr Chang Weng Leong [see Explanatory Note (a)] |
Resolution 4 Resolution 5 |
| 5 | To approve the sum of $26,667.00 as Directors' fees for the financial year ended 31 December 2002. | Resolution 6 |
| 6 | To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration. | Resolution 7 |
| 7 | To transact any other business that may be transacted at an Annual General Meeting. | |
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Special Business | |
8 |
To consider and, if thought fit, to pass the following as Ordinary Resolution, with or without modifications: - Ordinary Resolution: - General Mandate to authorise the Directors to issue shares or convertible securities "THAT pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited (the "Listing Rules"), authority be and is hereby given to the Directors of the Company to allot and issue: - (a) shares; or in the Company (whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that: (i) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution must be not more than 50% of the issued share capital of the Company (calculated in accordance with (ii) below), of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing shareholders must be not more than 20% of the issued share capital of the Company (calculated in accordance with (ii) below); and (ii) for the purpose of determining the number of shares and convertible securities that may be issued pursuant to (i) above, the percentage of issued share capital shall be calculated based on the Company's issued share capital at the date of the passing of this Resolution after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue when this Resolution is passed, and any subsequent consolidation or subdivision of shares. Unless revoked or varied by ordinary resolution of the shareholders of the Company in general meeting, this Resolution shall remain in force until the earlier of 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 earlier. [see Explanatory Note (b)] |
Resolution 8 |
By Order of the Board
Lai Chin Yee
Company Secretary
Singapore
28 February 2003
Explanatory Notes:
(a)
Mr Tan Tow Ee, Mr Robson Lee Teck Leng and Mr Chang Weng Leong, if re-elected, will remain as members of the Company's Audit Committee, Nominating Committee and Remuneration Committee and will also be considered as independent directors of the Company. Mr Robson Lee Teck Leng will continue to be the Chairman of the Audit Committee, while Mr Tan Tow Ee and Mr Chang Weng Leong will continue to be the Chairman of the Nominating Committee and the Remuneration Committee respectively.
(b)
Resolution 8, if passed, will empower the Directors from the date of the Annual General Meeting until the date of the next annual general meeting of the Company, to issue shares and convertible securities in the Company up to an aggregate number not exceeding 50% of the issued share capital of the Company, of which the aggregate number issued other than on a pro rata basis to all existing shareholders of the Company shall not exceed 20% of the issued share capital of the Company, as more particularly set out in the Resolution.
Note:
A member entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote on his behalf and where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at No. 71 Jalan Lekar, Singapore 698950 not less than 48 hours before the time set for the Annual General Meeting.
Notice of Book Closure and Dividends Payment Dates
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 31 March 2003 for the preparation of dividends warrants.
Duly completed registrable transfers received by the Company's Share Registrar, M & C Services Private Limited, 138 Robinson Road #17-00 The Corporate Office, Singapore 068906 up to 5.00 p.m. on 28 March 2003 will be registered to determine shareholders' entitlements to the said dividends.
Members whose Securities Accounts with the Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 28 March 2003 will be entitled to the proposed dividends.
The proposed dividends, if approved by the members at the Fourth Annual General Meeting to be held on 18 March 2003, will be paid on 10 April 2003.