NOTICE IS HEREBY GIVEN that the Second Annual General Meeting of Radiance Electronics Limited will be held at 21 Serangoon North Avenue 5 #05-02, Singapore 554864 on 27 October 2004 at 10:00 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 financial year ended 30 June 2004 together with the Auditors' Report thereon. (Resolution 1) |
|
|
|
| 2. | |
To declare a final tax exempt dividend of 0.2 cent per ordinary share for the financial year ended 30 June 2004. (Resolution 2) |
|
|
|
| 3. | |
To re-elect Mr Cheng Swee Ain a Director retiring pursuant to Article 89 of the Company's Article of Association. (Resolution 3) |
|
|
|
| 4. | |
To re-appoint Messrs Moore Stephens as the Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 4) |
|
|
|
| 5. | |
To approve Directors' Fees of S$150,000.00 for the financial year ended 30 June 2004. (Resolution 5) |
|
|
|
| 6. | |
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:-
| 7. | |
General Mandate to authorise the Directors to issue shares | ||
|
|
|
|
|
|
|
(a) | "That, pursuant to Section 161 of the Companies Act, Chapter 50, and the listing rules of the Singapore Exchange Securities Trading Limited, approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to: | |
|
|
|
|
|
|
|
|
(i) | issue shares in the capital of the Company whether by way of rights, bonus or otherwise; |
|
|
|
|
|
|
|
|
(ii) | make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, "Instruments") including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares; |
|
|
|
|
|
|
|
|
(iii) | issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and |
|
|
|
|
|
|
|
(b) | (Notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, | |
|
|
|
|
|
|
|
provided always that: | ||
|
|
|
|
|
|
|
(i) | the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 50% of the Company's issued share capital, of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) 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, and for the purpose of this resolution, the issued share capital shall be the Company's issued share capital at the time this resolution is passed, after adjusting for; | |
|
|
|
|
|
|
|
|
(a) | new shares arising from the conversion or exercise of convertible securities, or |
|
|
|
|
|
|
|
|
(b) | new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the Singapore Exchange Securities Trading Limited, and |
|
|
|
|
|
|
|
|
(c) | any subsequent consolidation or subdivision of the Company's shares, and |
|
|
|
|
|
|
|
(ii) | such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next Annual General Meeting 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 6) | |
|
|
|
|
|
| 8. | |
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, 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 7) | ||
BY ORDER OF THE BOARD
FOO SOON SOO
LIM KA BEE
Company Secretaries
Singapore
11 October 2004
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 21 Serangoon North Avenue 5 #05-02, Singapore 554864 not later than 48 hours before the time appointed for the Meeting.