Sunningdale Tech Ltd - Annual Report 2014 - page 118

NOTICE OF ANNUAL GENERAL MEETING
116
SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
NOTICE IS HEREBY GIVEN
that the Twentieth Annual General Meeting of the Company will be held at Raffles Hotel Singapore,
1 Beach Road, Casuarina Suite B, Level 3, Singapore 189673 on Monday, 27 April 2015 at 10.00 a.m. to transact the following
business:
AS ORDINARY BUSINESS
1.
To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended 31 December 2014
together with the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a Final Dividend of 0.8 cents per ordinary share (tax exempt one-tier) for the financial year ended 31 December
2014. (2013: 0.7 cents)
(Resolution 2)
3.
To approve the Directors’ fees of S$665,000/- for the financial year ended 31 December 2014 (2013: S$545,000/-).
(Resolution 3)
4.
To re-elect the following Directors who retire by rotation under Article 91 of the Company’s Articles of Association: -
(i)
Mr Khoo Boo Hor
(Resolution 4)
(ii)
Mr Wong Chi Hung
(Resolution 5)
5.
To re-appoint Mr Steven Tan Chee Chuan as a Director pursuant to Section 153(6) of the Companies Act, Cap. 50.
(Resolution 6)
[Note: Mr Steven Tan Chee Chuan, upon re-appointment, shall remain as the Chairman of the Remuneration Committee and
a member of the Audit Committee. He is considered as an Independent Director for the purpose of Rule 704(8) of the Listing
Manual of the Singapore Exchange Securities Trading Ltd (“SGX-ST”).]
6.
To re-appoint Mr Kaka Singh as a Director pursuant to Section 153(6) of the Companies Act, Cap. 50.
(Resolution 7)
[Note: Mr Kaka Singh, upon re-appointment, shall remain as the Chairman of the Audit Committee and a member of the
Nominating Committee. He is considered as an Independent Director for the purpose of Rule 704(8) of the Listing Manual of
the SGX-ST.]
7.
To re-appoint Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.
(Resolution 8)
AS SPECIAL BUSINESS
To consider and, if thought fit, with or without modifications, the following resolutions as Ordinary Resolutions:
8.
Authority to issue Shares up to 50 per centum (50%) of the issued shares in the Capital of the Company
(a)
THAT pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the SGX-ST, the
Directors of the Company be authorised and empowered to:
(i)
issue shares and convertible securities 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
NOTICE OF ANNUAL GENERAL MEETING
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