(2)
unless varied or revoked by the members of 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 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 earlier of:-
(a)
the date on which the next AGM of the Company is held; or
(b)
the date by which the next AGM of the Company is required by law to be held.
In this Resolution:-
“Maximum Percentage” means that number of issued Shares representing not more than 10% of the total
number of issued Shares as at date of the passing of this Resolution (excluding any Shares which are held as
treasury shares as at that date);
“Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding
brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related
expenses) not exceeding:-
(i)
in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
(ii)
in the case of an Off-Market Purchase, 120% of the Average Closing Price of the Shares;
“Average Closing Price” means the average of the closing prices of a Share over the last five (5) market days
on which the Shares are transacted on the SGX-ST or, as the case may be, such securities exchange on which
the Shares are listed or quoted, 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 rules of the SGX-ST, for any corporate action that occurs after the relevant
five-day period; and
“date of the making of the offer” means the date on which the Company makes an offer for the purchase or
acquisition of Shares from shareholders, stating therein the relevant terms of the equal access scheme for
effecting the Off-Market Purchase.
(3)
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 all such documents as may be required) as they and / or he may consider expedient
or necessary or in the interests of the Company to give effect to the transactions contemplated and / or authorised by
this Resolution.
(Resolution 7)
7.
To transact any other ordinary business which may properly be transacted at an annual general meeting.
NOTICE OF ANNUAL GENERAL MEETING
YANLORD LAND GROUP LIMITED
ANNUAL REPORT 2015
156
