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3.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
3.2
Authority and Limits on the Share Purchase Mandate. (cont’d)
3.2.1 Maximum Number of Shares
As at the Latest Practicable Date, the share capital of the Company comprise 927,324,011 issued Shares. The
Company will only purchase or acquire Shares which are issued and fully paid-up. The total number of Shares
which may be purchased or acquired pursuant to the Share Purchase Mandate is limited to that number of
Shares representing not more than 10% of total issued Shares as at the date on which the Share Purchase
Mandate is approved at the 2015 AGM.
Purely for illustrative purposes, on the basis of 927,324,011 Shares (excluding treasury shares) in issue as at the
Latest Practicable Date and assuming no further Shares are issued on or prior to the 2015 AGM, not more than
92,732,401 Shares (representing 10% of the total issued Shares (excluding treasury shares) as at that date) may
be purchased by the Company pursuant to the Share Purchase Mandate.
3.2.2 Duration of Authority
Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the date of
the forthcoming AGM at which the renewal of the Share Purchase Mandate is approved up to:
(a)
the date on which the next AGM is held or required by law to be held;
(b)
the Share Purchases have been carried out to the full extent mandated; or
(c)
the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the
Company in general meeting.
whichever is the earlier.
3.2.3 Manner of Purchases or Acquisitions of Shares
Purchases or acquisitions of Shares may be made by way of:
(a)
on-market purchases (“Market Purchases”), transacted on the SGX-ST through the SGX-ST’s trading
system or any other securities exchange on which the Shares may for the time being be listed and
quoted (“Other Exchange”) through one or more duly licensed dealers appointed by the Company for
the purpose; and/or
(b)
off-market purchases (“Off-Market Purchases”), otherwise than on a securities exchange, effected
pursuant to an equal access scheme or schemes for the purchase of Shares from the Shareholders in
accordance with Section 76C of the Companies Act.
The Directors may impose such terms and conditions which are not inconsistent with the Share Purchase
Mandate, the Listing Manual and the Companies Act, as they consider fit in the interests of the Company in
connection with or in relation to any equal access scheme or schemes. Under the Companies Act, an equal
access scheme must, however, satisfy all the following conditions:
(i)
offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to
purchase or acquire the same percentage of their Shares;
(ii)
all of those persons shall be given a reasonable opportunity to accept the offers made; and
APPENDIX 1
