Page 114 - cosmosteel

ACHIEVING THE RIGHT BALANCE COSMOSTEEL ANNUAL REPORT 2013 112
Special Business
(v) Ordinary Resolution 10, if passed, will empower the Directors of the Company to, from the date
of the above Annual General Meeting of the Company until 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 the expiration of such other period as may be prescribed by the
Companies Act, Chapter 50, and every other legislation for the time being in force concerning
companies and affecting the Company, whichever is the earliest, allot and issue Shares, to
make or grant Instruments, and to issue Shares in pursuance of such Instruments for such
purposes as they consider in the interests of the Company.
The aggregate number of Shares that the Directors may allot and issue under this Resolution
(including Shares to be issued in pursuance of Instruments made or granted) shall not
exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares),
of which the aggregate number of Shares to be issued other than on a pro rata basis shall
not exceed twenty per cent. (20%) of the total number of issued Shares (excluding treasury
shares) (including Shares to be allotted and issued in pursuance of Instruments made or
granted pursuant to this Resolution), to shareholders. For the purpose of determining the
aggregate number of Shares that may be issued, the percentage of issued Shares shall be
calculated based on the total number of issued Shares (excluding treasury shares) at the
time this Resolution is passed, after adjusting for:
(1) new Shares arising from the conversion or exercise of any convertible securities;
(2) new Shares arising from exercise of share options or vesting of share awards which
are outstanding or subsisting at the time of the passing of this Resolution; and
(3) any subsequent bonus issue, consolidation or sub-division of Shares.
(vi) Ordinary Resolution 11, if passed, will empower the Directors of the Company 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 share options under the Scheme, notwithstanding that such allotment
and issue may occur after the conclusion of the next or any ensuing Annual General Meeting
of the Company.
This authority is in addition to the general authority to issue Shares sought under
Resolution 10.
NOTE:-
A member of the Company (a “Member”) entitled to attend and vote at the Annual General Meeting
of the Company (“AGM”) is entitled to appoint not more than two (2) proxies to attend and vote in his
stead. A proxy need not be a Member. The instrument appointing the proxy must be deposited at
the registered office of the Company at 50 Raffles Place, #06-00, Singapore Land Tower, Singapore
048623, not less than forty-eight (48) hours before the time set for holding the AGM.
not i ce
of annual general meet ing ( cont ’d)