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NOTICE IS HEREBY GIVEN that the Annual General Meeting of AnnAik Limited("the Company") will be held at 135 Pioneer Road, Singapore 639589 on Friday, 17 April 2009 at 10.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1) To receive and adopt the Directors' Report and the Audited Accounts of the Company for the year ended 31 December 2008 together with the Auditors ' Report thereon
(Resolution 1)
2) To declare a first and final dividend of 0.5 Singapore cents per ordinary share one-tier tax exempt for the year ended 31 December 2008 (2007: First & final dividend of 1.0 Singapore cents per ordinary share one-tier tax exempt).
(Resolution 2)
3) To re-elect the following Directors of the Company retiring pursuant to Article 115 of the Articles of Association of the Company:
Dr Choong Chow Siong (Resolution3)
Mr Lee Bon Leong (Resolution4)
Mr Yap Kok Vee (Resolution5)
Dr Choong Chow Siong will, upon re-election as Director of the Company, remain as Chairman of the Audit Committee and a member of the Nominating Committee and Remunaration Committee and will be considered independent.
Mr Lee Bon Leong will, upon re-election as Director of the Company, remain as Chairman of the Audit Committee and a member of the Nominating Committee and Remunaration Committee and will be considered independent.
4) To approve the payment of Directors' Fees of S$296,000 for the year ended 31 December 2008 (2007:S$316,000)
(Resolution 6)
5) To re-appoint Messrs Deloitte & Touche LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.
(Resolution 7)
6) To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
7) Authority to allot and issue shares in the share capital of the Company
That
pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the
Listing Manual of the Singapore Exchange Securities Trading Limited, the
Directors of the Company be authorised and empowered to:
(a) (i) issue shares in the Company ("shares")
whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers,
agreements or options (collectively, "Instruments") that might or
would require shares to be issued, including but not limited to the creation
and issue of (as well as adjustments to) options, warrants, debentures or other
instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and
to such persons as the Directors of the Company may in their absolute
discretion deem fit; and
(b) (notwithstanding the
authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instrument made or granted by the Directors of the
Company while this Resolution was in force,
provided that:
(1) the aggregate number of
shares (including shares to be issued in pursuance of the Instruments, made or
granted pursuant to this Resolution) and Instruments to be issued pursuant to
this Resolution shall not exceed fifty per centum (50%) of the total number of
issued shares in the capital of the Company (as calculated in accordance with
sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro rata
basis to existing shareholders of the
Company shall not exceed twenty per centum (20%) of the total number of issued
shares in the capital of the Company (as calculated in accordance with subparagraph
(2) below);
(2) (subject
to such calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited) for the purpose of determining the aggregate number of shares
and Instruments that may be issued under sub-paragraph (1) above, the
percentage of issued shares and Instruments shall be based on the total number
of issued shares in the capital of the Company at the time of the passing of
this Resolution, after adjusting for:
(a)new shares arising from the conversion or exercise
of the Instruments or any convertible securities;
(b) new shares arising from exercising share options or
vesting of share awards outstanding and subsisting at the time of the passing
of this Resolution; and
(c) any subsequent bonus issue, consolidation or
subdivision of shares;
(3) the fifty per cent limit stated in sub-paragraph (1) above may be increased to 100 per cent for the Company to undertake a pro-rata renounceable rights issue;
(4) in
exercising the authority conferred by this Resolution, the Company shall comply
with the provisions of the Listing Manual of the Singapore Exchange Securities
Trading Limited for the time being in force (unless such compliance has been
waived by the Singapore Exchange Securities Trading Limited) and the Articles
of Association of the Company; and
(5) unless revoked or varied by
the Company in a general meeting, such authority shall continue in force (i)
until 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 or (ii) in the case of shares to be issued in
pursuance of the Instruments, made or granted pursuant to this Resolution,
until the issuance of such shares in accordance with the terms of the
Instruments.
[See Explanatory Note (i)]
(Resolution 8)
8) Authority to issue shares other than on a pro-rata basis pursuant to the aforesaid general mandate at discounts not exceeding twenty per centum (20%) of the weighted average price for trades done on the SGX- ST
That the Company be hereby authorised and empowered to issue shares other than on a pro-rata basis pursuant to the aforesaid general mandate at a discount not exceeding twenty per centum (20%) to the weighted average price for trades done on the SGX-ST for the full market day on which the placement or subscription agreement in relation to such shares is executed (or if not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the placement or subscription agreement is executed), provided that:-
(a) in exercising the authority conferred by this Resolution, the Company complies with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST); and
(b) unless revoked or varied by the Company in general meeting, such authority shall continue in force until 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 (ii)]
(Resolution 9)
By Order of the Board
Yeo Poh Noi, Caroline Wong Yoen Har
Secretaries
Singapore,
1 April 2008
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