NOTICE OF ANNUAL GENERAL MEETING - 08 Apr 2008

 

NOTICE IS HEREBY GIVEN that the Annual General Meeting of AnnAik Limited("the Company") will be held at Raffles lounge,Raffles Country Club Level 2,450 Jalan Ibrahim,Singapore 639932 on wednesday,23 April 2008 at 9.30 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 together with the Auditors Report thereon 

 (Resolution 1)

 

2) To declare a first and final dividend of 1.0 Singapore cent per ordinary share one-tier tax exempt for the year ended     31 December 2007 (2006: First and final dividend of 0.80 Singapore cents per ordinary share less income tax and a     special dividend of 1.45 Singapore cents per ordinary share less income tax).

(Resolution 2)

 

3) To re-elect the following Directors of the Company retirin pursuant to Article 115 of the Company's Articles of     Association:

    Mr.Ang MongSeng                                                                                                                                 (Resolution3)

    Mr.Tan Choon Huat                                                                                                                                (Resolution4)

    Mdm Low Kheng                                                                                                                                    (Resolution5)

    Mr.Ang Mong Seng will, upon re-ellection as Director of the Company, remain as Chairman of the Remuneration     Committee and a member of the Audit Committee and will be considered independent.

 

4) To approve the payment of Directors' Fees of S$316,000 for the year ended 31 December 2007 (2006:S$306,000)

(Resolution 6)

 

5) To re-appoint Messrs Deloitte & Touche 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 issue shares up to 50 per centum (50%) of the total number of issued shares in the 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)  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

 

  (4)  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 under the AnnAik Shares Option Scheme 2003     

That pursuant to Section 161 of the Companies Act, Chapter. 50, the Directors of the Company be  authorised and empowered to offer and grant options under the AnnAik Share Option Scheme 2003 ("the Scheme") and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen per centum (15%) of the total number of issued shares in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, 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

YeoPoh Noi, Caroline Wong Yoen Har

Secretaries

 

Singapore, 8 April 2008

 

 

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