provided that:
(1)
the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent. (50%)
of the total number of issued Shares excluding treasury shares in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than
on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments
made or granted pursuant to this Resolution) does not exceed twenty per cent. (20%) of the total number of
issued Shares excluding treasury shares in the capital of the Company (as calculated in accordance with sub-
paragraph (2) below);
(2)
(subject to such manner of calculation as may be prescribed by SGX-ST) for the purpose of determining
the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of
the total number of issued Shares excluding treasury shares shall be based on the total number of issued
Shares excluding treasury shares in the capital of the Company at the time this Resolution is passed, after
adjusting for:-
(i)
new Shares arising from the conversion or exercise of any convertible securities or share options on
issue at the time this Resolution is passed; and
(ii)
any subsequent bonus issue, consolidation or subdivision of Shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall complywith the provisions of the Act, the
ListingManual of SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and
the Memorandum and Articles of Association for the time being of the Company; and
(4)
(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution
shall continue in force until the conclusion of the next AGM of the Company or the date by which the next
AGM is required by law to be held, whichever is earlier.
(Resolution 6)
6B.
That:-
(1)
for the purposes of sections 76C and 76E of the Act, the exercise by the Directors of the Company of all the
powers of the Company to purchase or acquire issued and fully paid Shares not exceeding in aggregate the
Maximum Percentage (as defined below), at such price or prices as may be determined by the Directors from
time to time up to the Maximum Price (as defined below), whether by way of:-
(a)
market purchases on the SGX-ST (“Market Purchase”); and / or
(b)
off-market purchases (if effected otherwise than on the SGX-ST) in accordance with any equal access
scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s)
shall satisfy all the conditions prescribed by the Act (“Off-Market Purchase”),
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time
being applicable, be and is hereby authorised and approved generally and unconditionally (“Share Buyback
Mandate”);
NOTICE OF ANNUAL GENERAL MEETING
155
