NOTICE OF
ANNUAL GENERAL MEETING
SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
96
EXPLANATORY NOTES:
1.
Mr Fong Sing Chak Jack will, upon re-appointment as a Director of the Company, continue to serve as a member of the Audit,
Remuneration and Nominating Committees. He will be considered independent for the purposes of Rule 704(8) of the Listing
Manual of the SGX-ST. He does not have any relationships, including immediate family relationships with the Directors of the
Company, the Company or its 10% shareholders.
2.
Mr Wee Sung Leng will, upon re-appointment as a Director of the Company, continue to serve as the Chairman of the
Remuneration and Nominating Committees and a member of the Audit Committee. He will be considered independent for the
purposes of Rule 704(8) of the Listing Manual of the SGX-ST. He does not have any relationships, including immediate family
relationships with the Directors of the Company, the Company or its 10% shareholders.
3.
The proposed Ordinary Resolution 6, 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.
4.
The proposed Ordinary Resolution 7, 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) A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and
vote at the Annual General Meeting (“AGM”). Where such member’s form of proxy appoints more than one (1) proxy, the
proportion of his/her shareholding concerned to be represented by each proxy shall be specified in the form of proxy.
(b) A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the
AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member.
Where such member’s form of proxy appoints more than two (2) proxies, the number and class of shares in relation to which
each proxy has been appointed shall be specified in the form of proxy.
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.
(ii)
A proxy need not be a member of the Company.
(iii)
The instrument appointing a proxy or proxies must be deposited at the Company’s Share Registrar, Tricor Barbinder Share
Registration Services at 80 Robinson Road, #11-02, Singapore 068898 not less than forty-eight (48) hours before the time appointed
for the AGM.
PERSONAL DATA PRIVACY
By submitting a proxy form 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 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 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, and (iii) 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.
