AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any
modifications:
7.
Authority to Issue Shares
That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, and Rule 806 of the Listing
Manual of the Singapore Exchange Securities Trading Limited (“
SGX-ST
”), the Directors of the Company be
authorised and empowered to:
(a)
(i)
issue shares 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
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instruments made or granted by the Directors of the Company while this
Resolution was in force,
provided that:
(1)
the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made
or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed 50%
of the total number of issued shares (excluding treasury shares) in the capital of the Company (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 shall not exceed 20% of the
total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated
in accordance with sub-paragraph (2) below);
(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 sub-paragraph (1) above,
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 of the passing of
this Resolution, after adjusting for:
(a)
new shares arising from the conversion or exercise of any convertible securities;
(b)
new shares arising from the exercise of share options or vesting of share awards which are
outstanding or subsisting at the time of the passing of this Resolution; and
(c)
any subsequent bonus issue, consolidation or subdivision of shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual 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
(4)
unless revoked or varied by the Company in a general meeting, such authority shall continue in force
until the conclusion of the next Annual General Meeting of the Company or the date by which the next
Annual General Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (ii)]
(Resolution 7)
NOTICE OF ANNUAL GENERAL MEETING
GLOBAL INVACOM GROUP LIMITED
ANNUAL REPORT 2014
102
