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ANNUAL REPORT 2013 117
AS SPECIAL BUSINESS
To consider and, if thought ft, pass the following ordinary resolutions:
Resolution 11That pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to
the Directors to offer and grant options to employees (including executive Directors) and non-
executive Directors of the Company and/or its subsidiaries who are eligible to participate in the
Haw Par Corporation Group 2002 Share Option Scheme (“2002 Scheme”) that was extended
for another fve years from 6 June 2012 to 5 June 2017 by shareholders at the Annual General
Meeting on 20 April 2011, and in accordance with the rules of the 2002 Scheme, and to allot and
issue from time to time such number of shares in the Company as may be required to be issued
pursuant to the exercise of options under the 2002 Scheme, provided that the aggregate number
of shares to be issued pursuant to this resolution shall not exceed fve per cent (5%) of the total
number of issued shares of the Company from time to time.
Resolution 12That pursuant to Section 161 of the Companies Act, Cap. 50, the Articles of Association of the
Company and the listing rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”),
approval be and is hereby given to the Directors to:
(a) (i) issue shares in the Company (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) 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 may in their absolute discretion deem ft; and
(b) (notwithstanding the authority conferred by this resolution may have ceased to be in force)
issue shares in pursuance of any Instrument made or granted by the Directors while this
resolution was in force,
provided that:
(1) 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) shall
not exceed ffty per cent (50%) of the Company’s 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 to members of the Company (including shares to be issued in pursuance of
Instruments made or granted pursuant to this resolution) shall not exceed ffteen per cent
(15%) of the total number of issued shares of the Company (excluding treasury shares);
(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 this resolution,
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 this resolution is passed after adjusting for any 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 this resolution is passed, and any subsequent
bonus issue, consolidation or subdivision of the Company’s shares;
(3) in exercising the authority conferred by this resolution, the Company shall comply
with the provisions of the listing rules 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
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)