Page 149 - ar2012

NOTICE OF ANNUAL GENERAL MEETING (cont’d)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
8. Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited (“SGX-ST”), the Directors of the Company be authorised and empowered to:
(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be
issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures
or other instruments convertible into shares,
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
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any
Instruments made or granted by the Directors of the Company while this Resolution was in force,
provided that:
(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to
this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued
shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below),
of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company shall
not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the
Company (as calculated in accordance with sub-paragraph (2) below);
(2) (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 (1) above, the total number of issued shares (excluding treasury
shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the
time of the passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of any convertible securities;
(b) new shares arising from the exercise of share options or vesting of share awards which are outstanding or subsisting at
the time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of shares.
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of 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 of the Company; and
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Food Empire Holdings Limited Annual Report 2012