115
ANNUAL REPORT 2015
Resolution 10
To re-appoint 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 resolutions, of which Resolutions 11 and 12 will be proposed as Ordinary
Resolutions and Resolution 13 will be proposed as a Special Resolution:
Ordinary Resolutions
Resolution 11
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 12
That authority be and is hereby given to the Directors to:
(a)
(i) issue shares of 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)
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 total number of issued shares (excluding treasury shares) (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 (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 (excluding treasury shares) (as calculated in
accordance with sub-paragraph (2) below);
(2)
(subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of shares that
may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the
total number of issued shares (excluding treasury shares) 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 shares;
NOT I C E O F ANNUA L G E N E R A L ME E T I NG
(CONTINUED)
