ANNUAL REPORT 2014
115
NOTICE OF ANNUAL GENERAL MEETING
(CONTINUED)
To re-elect the following Director, who is retiring pursuant to Article 103 of the Company’s Articles of Association:
Resolution 10
Mr Gn Hiang Meng
Mr Gn Hiang Meng will, upon re-election, be appointed as a member of the Audit Committee of the Company.
Mr Gn is considered as an independent Director.
Resolution 11
To approve Directors’ fees of $381,808 for the financial year ended 31 December 2014
(2013: $382,367).
Resolution 12
To re-appoint Messrs PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the
conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Resolution 13
That 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 that was extended for another five years from 6 June 2012 to 5 June 2017 by shareholders
at the Annual General Meeting on 20 April 2011 (“2002 Scheme”), 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 five per cent (5%) of
the total number of issued shares of the Company from time to time.
Resolution 14
That 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 fit;
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
fifty 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 fifteen per cent (15%) of the total number of issued shares of the
Company (excluding treasury shares);
