(c)
in this Resolution:
“
Prescribed Limit
” means that number of Shares representing 10% of the issued Shares as at the
date of the passing of this Resolution (excluding any Shares which are held as treasury shares);
“
Maximum Price
” in relation to a Share to be purchased, means the purchase price (excluding
brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
(i)
in the case of a Market Purchase of a Share, 105% of the Average Closing Price; and
(ii)
in the case of an Off-Market Purchase of a Share, 120% of the Average Closing Price,
where:
“
Average Closing Price
” means the average of the closing market prices of a Share over the last five
(5) market days on which the Shares were transacted on the SGX-ST or, as the case may be, Other
Exchange, preceding the day of the Market Purchase or, as the case may be, the day of the making
of the offer pursuant to an Off-Market Purchase, as deemed to be adjusted for any corporate action
that occurs after the relevant five (5) market days period;
“
day of the making of the offer
” means the day on which the Company makes an offer for the
purchase or acquisition of Shares from shareholders, stating the purchase price (which shall not be
more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant
terms of the equal access scheme for effecting the Off-Market Purchase; and
“
market day
” means a day on which the SGX-ST is open for trading in securities; and
(d)
the Directors of the Company be and are hereby authorised to complete and do all such acts and
things (including executing such documents as may be required) as they may consider expedient or
necessary to give effect to the transactions contemplated by this Resolution.
[See Explanatory Note (iv)]
(Resolution 9)
By Order of the Board
Gwendolin Lee Soo Fern
Company Secretary
Singapore
13 April 2015
NOTICE OF ANNUAL GENERAL MEETING
GLOBAL INVACOM GROUP LIMITED
ANNUAL REPORT 2014
104
