SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
88
NOTICE OF
ANNUAL GENERAL MEETING
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 (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:
(i)
the aggregate number of Shares (including Shares to be issued in pursuance of the
Instruments, made or granted pursuant to this Resolution and including Shares which
may be issued pursuant to any adjustments effected under any relevant Instrument) to
be issued pursuant to this Resolution shall not exceed fifty per cent (50%) of the total
number of issued Shares in the capital of the Company (as calculated in accordance with
sub-paragraph (ii) 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 cent (20%) of the total number of issued Shares in the capital of
the Company (as calculated in accordance with sub-paragraph (ii) below);
(ii)
(subject to such manner of calculation as may be prescribed by the SGX-ST) for the
purpose of determining the aggregate number of Shares that may be issued under sub-
paragraph (i) above, the total number of issued Shares shall be calculated and 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:
(I)
new Shares arising from the conversion or exercise of any convertible securities;
(II)
new Shares arising from the exercise of share options or the vesting of share
awards which are outstanding or subsisting at the time of the passing of this
Resolution; and
(III)
any subsequent bonus issue, consolidation or subdivision of Shares;
(iii)
in exercising the authority granted by this Resolution, the Company shall comply with
the provisions of Companies Act, the the Listing Manual of the SGX-ST for the time
being in force (unless such compliance has been waived by the SGX-ST) and the Articles
of Association for the time being of the Company; and
(iv)
(unless revoked or varied by the Company in a general meeting), such authority granted
under this Resolution 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 2)
8.
Authority to grant awards and to allot and issue shares under SWH Performance Share
Plan
“That approval be and is hereby given to the Directors to grant awards from time to time in
accordance with the provisions of SWH Performance Share Plan (“SWH PSP”), and, pursuant
to Section 161 of the Companies Act, to allot and issue from time to time such number of
Shares as may be required to be issued pursuant to the vesting of the awards under SWH PSP,
provided always that the aggregate number of Shares to be allotted and issued pursuant to
SWH PSP, when aggregated together with Shares to be allotted and issued pursuant to any
other existing employee share schemes of the Company shall not exceed 15 per cent (15%) of
the total number of issued Shares excluding treasury shares from time to time.”
(see explanatory note 3)
(Resolution 8)
