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NOTICE OF ANNUAL GENERAL MEETING (cont’d)
Explanatory Notes:
(i) The effect of the Ordinary Resolution 6 in item 4 above, is to re-appoint a Director of the Company who is over 70 years of age.
(ii) The Ordinary Resolution 9 in item 8 above, if passed, will empower the Directors of the Company, effective until the conclusion
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, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the
capital of the Company, of which up to 20% may be issued other than on a pro rata basis to shareholders.
For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares)
will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time
this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities
or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed
and any subsequent bonus issue, consolidation or subdivision of shares.
(iii) Although the 2002 Option Scheme had expired on 31 December 2011, outstanding options granted prior to that date subsist and
remain exercisable in accordance with the rules of the 2002 Option Scheme.
The Ordinary Resolution 10 in item 9 above, if passed, will empower the Directors of the Company, effective until the conclusion
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 in the Company pursuant to the exercise of options granted under the 2002 Option Scheme and all other share-based
incentive schemes of the Company up to a number not exceeding in aggregate (for the entire duration of the 2002 Option Scheme)
fifteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time
to time.
(iv) The Ordinary Resolution 11 in item 10 above, if passed, will empower the Directors of the Company, effective until the conclusion
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 in the Company pursuant to the exercise of options granted or to be granted under the 2012 Option Scheme and all
other share-based incentive schemes of the Company up to a number not exceeding in aggregate (for the entire duration of the
2012 Option Scheme) fifteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the
Company from time to time.
Notes:
1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint not more than two
proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. The Instrument appointing a proxy must be deposited at the Registered Office of the Company at 50 Raffles Place #32-01, Singapore
Land Tower, Singapore 048623 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
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Food Empire Holdings Limited Annual Report 2012