Explanatory Notes on Resolutions to be passed:
(i)
The Ordinary Resolution 5 proposed in item 4 above, is to approve the payment of Directors’ fees during
the financial year in which the fees are incurred, that is, in financial year ending 31 December 2015
(“
FY2015
”). The amount of the Directors’ fees is computed based on the Directors’ fees structure adopted
by the Remuneration Committee. The proposed Directors’ fees for FY2015 commensurate with the onerous
responsibilities placed on the Directors and in particular, to better reflect the time and contribution of each
Director towards the improved performance of the Company.
(ii)
The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company,
effective until the conclusion of the next Annual General Meeting (“AGM”) of the Company, or the date by
which the next AGM of the Company is required by law to be held or such authority is varied or revoked
by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant Instruments
convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in
total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company,
of which up to 20% may be issued other than on a pro rata basis to shareholders.
For determining the aggregate number of shares that may be issued, the total number of issued shares
(excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury
shares) in the capital of the Company at the time this Ordinary Resolution is passed, after adjusting for new
shares arising from the conversion or exercise of any convertible securities or share options or vesting of
share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed, and
any subsequent bonus issue, consolidation or subdivision of shares.
(iii)
The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company,
to allot and issue shares in the Company of up to a number not exceeding in total fifteen percent (15%) of
the total number of issued shares (excluding treasury shares) in the capital of the Company from time to
time pursuant to the exercise of the options under the Scheme.
(iv)
The Ordinary Resolution 9 proposed in item 9 above, if passed, will empower the Directors of the Company,
effective until the conclusion of the next AGM of the Company, or the date by which the next AGM of the
Company is required by law to be held, or the date on which purchases and acquisitions of shares pursuant
to the Share Buyback Mandate are carried out to the full extent mandated, whichever is the earlier, to
repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to
10% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the
Maximum Price. Information relating to this proposed Resolution are set out in the Appendix attached to this
Notice of AGM.
Notes:
1.
A Member entitled to attend and vote at the AGM is entitled to appoint not more than two (2) proxies to attend and vote
in his/her stead. A proxy need not be a Member of the Company.
2.
If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly
authorised officer or attorney.
3.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at 8 Temasek Boulevard,
#20-03 Suntec Tower Three, Singapore 038988, not less than forty-eight (48) hours before the time appointed for holding
the AGM.
NOTICE OF ANNUAL GENERAL MEETING
GLOBAL INVACOM GROUP LIMITED
ANNUAL REPORT 2014
105
