131
FRENCKEN GROUP LIMITED
ANNUAL REPORT 2014
NOTICE OF ANNUAL GENERAL MEETING
(CONT’D)
SPECIAL BUSINESS (CONT’D)
(b) (notwithstanding the authority conferred by the shareholders may have ceased to be in force)
issue shares in pursuance of any Instruments made or granted by the Directors while the
authority was in force,
provided always that:-
(i) the aggregate number of shares to be issued pursuant to this resolution (including shares
to be issued in pursuance of Instruments made or granted pursuant to this resolution)
does not exceed 50% of the total number of issued shares excluding treasury shares of
the Company, of which the aggregate number of shares (including shares to be issued
in pursuance of Instruments made or granted pursuant to this resolution) to be issued
other than on a pro-rata basis to shareholders of the Company does not exceed 20% of
the total number of issued shares excluding treasury shares of the Company. Unless prior
shareholder approval is required under the Listing Rules, an issue of treasury shares will
not require further shareholder approval, and will not be included in the aforementioned
limits.
For the purpose of this resolution, the total number of issued shares excluding treasury
shares is based on the Company’s total number of issued shares excluding treasury shares
at the time this resolution is passed, after adjusting for;
a) new shares arising from the conversion or exercise of convertible securities;
b) new shares arising from exercising share options or vesting of share awards
outstanding or subsisting at the time this resolution is passed provided the options or
awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual
of the Singapore Exchange Securities Trading Limited; and
c) any subsequent bonus issue, consolidation or subdivision of the Company’s shares;
(ii) such authority shall, unless revoked or varied by the Company at a general meeting,
continue in force until the conclusion of the next Annual General Meeting or the date by
which the next Annual General Meeting of the Company is required by law to be held,
whichever is the earlier.
[See Explanatory Note 4]
9.
Authority to grant options and to issue shares under the Company Employee Share Option
Scheme 2008 (the “Scheme”)
(Resolution 9)
That authority be and is hereby given to the Directors of the Company to offer and grant options
in accordance with the provisions with the Scheme and pursuant to Section 161 of the Companies
Act, Chapter 50 of Singapore, to allot and issue from time to time such number of shares as may
be required to be issued pursuant to the exercise of the options under the Scheme always that
the total number of new shares issued and issuable in respect of all options granted thereunder,
shall not exceed fifteen per cent (15%) of the total number of issued shares of the Company from
time to time.
[See Explanatory Note 5]
OTHER BUSINESS
10. To transact any other ordinary business which may be properly transacted at an Annual General
Meeting.
