SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
89
NOTICE OF
ANNUAL GENERAL MEETING
9.
To transact any other business that may be properly transacted at an Annual General Meeting.
BY ORDER OF THE BOARD
Wee Woon Hong
Lee Hock Heng
Company Secretaries
Singapore
6 July 2015
EXPLANATORY NOTES:
1.
Mr Wong Yen Siang will, upon re-appointment as a Director of the Company, continue to serve as the Chairman of the Audit
Committee and a member of the Remuneration and Nominating Committees. Mr Wong will be considered independent for the
purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
2.
The proposed Ordinary Resolution 7, if passed, will empower the Directors of the Company from the date of this Annual General
Meeting until the date 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 or such authority is varied or revoked by the Company in a general meeting,
whichever is the earlier, to issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such
Instruments, up to a number not exceeding, in total, 50% of the total number of issued Shares in the capital of the Company, of
which up to 20% may be issued other than on a pro-rata basis to existing shareholders of the Company.
3.
The proposed Ordinary Resolution 8, if passed, will empower the Directors to offer and grant awards under SWH PSP (as from
time to time amended, modified or supplemented), which was approved at the extraordinary general meeting of the Company on
30 July 2014, and to allot and issue Shares in the capital of the Company, pursuant to the vesting of the awards under SWH PSP
provided always that the aggregate number of Shares to be issued under SWH PSP, when aggregated with Shares to be issued
under any other existing share scheme of the Company, does not exceed 15 per cent (15%) of the total number of issued Shares
excluding treasury shares of the Company for the time being.
Notes:
(i)
A member of the Company entitled to attend and vote at the above Annual General Meeting may appoint not more than two
proxies to attend and vote instead of him.
(ii)
Where a member appoints two proxies, he/she shall specify the proportion of his/her shareholding to be represented by each proxy
in the instrument appointing the proxies. A proxy need not be a member of the Company.
(iii)
If the member is a corporation, the instrument appointing the proxy must be under seal or the hand of an officer or attorney duly
authorised.
(iv)
The instrument appointing a proxy must be deposited at the Registered Office of the Company at 300 Beach Road #29-01 The
Concourse Singapore 199555, not less than 48 hours before the time appointed for holding the above Annual General Meeting.
Personal Data Privacy:
“Personal data” in this notice has the same meaning as “personal data” in the Personal Data Protection Act 2012 (“PDPA”), which
includes your and your proxy’s and/or representative’s name, address and NRIC/Passport No. By submitting an instrument appointing a
proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member
of the Company (i) consents to the collection, use and disclosure of the member’s and its proxy(ies)’s or representative’s personal data
by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and
representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation
of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and
in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the
“
Purposes
”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the
Company (or its agents), the member has obtained the prior express consent of such proxy(ies) and/or representative(s) for the collection,
use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, (iii)
undertakes that the member will only use the personal data of such proxy(ies) and/or representative(s) for the Purposes; and (iv) agrees
that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result
of the member’s breach of warranty. Your and your proxy and/or representative’s personal data may be disclosed or transferred by the
Company to its subsidiaries, its share register and/or other agents or bodies for any of the Purposes, and retained for such period as may
be necessary for the Company’s verification and record purposes.
