8.
Authority to Allot and Issue Shares Under the Global Invacom Share Option Scheme 2013
That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the Directors be authorised
and empowered to allot and issue Shares in the capital of the Company to all the holders of options granted
by the Company, whether granted during the subsistence of this authority or otherwise, under the Global
Invacom Share Option Scheme 2013 (the “
Scheme
”) upon the exercise of such options and in accordance
with the terms and conditions of the Scheme, provided always that the aggregate number of additional
ordinary Shares to be allotted and issued pursuant to the Scheme shall not exceed fifteen percent (15%) of
the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time.
[See Explanatory Note (iii)]
(Resolution 8)
9.
Renewal of Share Buyback Mandate
That:
(a)
for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the
“
Companies Act
”), the exercise by the Directors of the Company of all the powers of the Company
to purchase or otherwise acquire issued ordinary shares in the capital of the Company (“
Shares
”) not
exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be
determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether
by way of:
(i)
market purchases (each a “
Market Purchase
”) on the Singapore Exchange Securities Trading
Limited (“
SGX-ST
”) or any other stock exchange on which the Shares may for the time being
be listed and quoted (“
Other Exchange
”); and/or
(ii)
off-market purchases (each an “
Off-Market Purchase
”) (if effected otherwise than on the
SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access
schemes as may be determined or formulated by the Directors as they consider fit, which
schemes shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST or, as the case
may be, Other Exchange, as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the “
Share Buyback Mandate
”);
(b)
unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any
time and from time to time during the period commencing from the passing of this Resolution and
expiring on the earliest of:
(i)
the date on which the next Annual General Meeting of the Company is held;
(ii)
the date by which the next Annual General Meeting of the Company is required by law to be
held; or
(iii)
the date on which purchases and acquisitions of Shares pursuant to the Share Buyback Mandate
are carried out to the full extent mandated;
NOTICE OF ANNUAL GENERAL MEETING
GLOBAL INVACOM GROUP LIMITED
ANNUAL REPORT 2014
103
