NOTICE IS HEREBY GIVEN that the First Annual General Meeting of Radiance Electronics Limited will be held at 53 Ubi Road 1, Singapore 408698 on Friday, 28 November 2003 at 9:30 a.m. to transact the following business:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and the Audited Accounts of the Company for the period ended 30 June 2003 together with the Auditors' Report thereon. (Resolution 1)
2. To re-elect the following Directors retiring pursuant to Article 88 of the Company's Articles of Association:
Mr Cheng Swee Ain (Resolution 2)
Mr Henry Goh Boon Leng (Resolution 3)
Mr Chong Ching Lai (Resolution 4)
Mr Desmond Foo Der Chyang (Resolution 5)
Mr Bernard Stanley Doray (Resolution 6)
Mr Desmond Foo Der Chyang, will upon re-election as Director of the Company, remain as Chairman of the Audit Committee and will be considered as an Independent Director pursuant to Rule 704(8) of the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST").
Mr Bernard Stanley Doray, will upon re-election as Director of the Company, remain as a member of the Audit Committee and will be considered as an Independent Director pursuant to Rule 704(8) of the Listing Manual of SGX-ST.
3. To re-appoint Messrs Moore Stephens as the Company's Auditors and to authorise the Directors to fix their remuneration. (Resolution 7)
4. To transact any other business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions, with or without amendments, as ordinary resolutions:-
5. Directors' Fees
To approve Directors' fees of S$110,000 for the period ended 30 June 2003. (Resolution 8)
6. General Mandate to authorise the Directors to issue shares
THAT pursuant to the provisions of Section 161 of the Companies Act, Chapter 50 (the "Act") and Rule 806 of the Listing Manual, authority be and is hereby given to the Directors of the Company to issue shares in the Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50% of the issued share capital of the Company for the time being, of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20% of the issued share capital of the Company for the time being, and, unless revoked or varied by the Company in 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 the earlier. (Resolution 9)
7. Authority to grant options and to issue shares under the Radiance Electronics Share Option Scheme 2003
THAT authority be and is hereby given to the Directors of the Company to offer and grant options from time to time in accordance with the provisions of the Radiance Electronics Share Option Scheme 2003 (the "Scheme"), and pursuant to Section 161 of the Companies Act (Chapter 50) of Singapore, to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted under the Scheme, provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed fifteen (15) per cent. of the issued share capital of the Company from time to time, as determined in accordance with the provisions of the Scheme. (Resolution 10)
AS SPECIAL RESOLUTION
To consider and, if thought fit, to pass the following resolution, with or without amendments, as a special resolution:-
8. Amendment to Articles of Association
THAT the Articles of Association of the Company be and are hereby amended in the manner described in the Memorandum to this Notice of Annual General Meeting with effect from the date hereof. (Resolution 11)
BY ORDER OF THE BOARD
Foo Soon Soo and Lim Ka Bee
Secretaries
Singapore
3 November 2003
Notes:
1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his 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 53 Ubi Road 1, Singapore 408698 not later than 48 hours before the time appointed for the Meeting.