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April 14, 2010

(Incorporated in the Republic of Singapore)
(Company Registration No. 197600922M)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 31 Ubi Road 1, #02-01 Aztech Building, Singapore 408694 on 30 April 2010 at 9.00 a.m. to transact the following business:
AS ORDINARY BUSINESS
| 1. |
To receive and adopt the Audited Accounts of the Company for the financial year ended 31 December 2009 and the Directors’ Report and the Auditors’ Report thereon. (Resolution 1)
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| 2. |
To approve the Directors’ fees of $232,500.00 for the financial year ended 31 December 2009. (2008 : $217,500) (Resolution 2)
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| 3. |
To re-elect the following Director retiring by rotation pursuant to Articles 100 & 101 of the Company’s Articles of Association:
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| (i) | Mr Nicholas Narayanan | (Resolution 3) |
Mr Nicholas Narayanan will upon re-election as a Director of the Company, remain as a Member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
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| 4. |
To re-elect the following Directors retiring pursuant to Article 104 of the Company’s Articles of Association:
| (i) | Ruziah Binti Mohd Amin | (Resolution 4) |
| (ii) | Low Suk Ling | (Resolution 5) |
| (iii) | Wee Phui Gam | (Resolution 6) |
| (iv) | Christopher Michael Pan | (Resolution 7) |
Ms Low Suk Ling will upon re-election as a Director of the Company, remain as a Member of the Audit Committee and will be considered non-independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Mr Wee Phui Gam will upon re-election as a Director of the Company, remain as Chairman of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
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| 5. |
To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 8)
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:
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| 6. |
Authority to issue and allot shares
“That pursuant to Section 161 of the Companies Act, Cap. 50 (the “Act”) and the listing rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors to:
| (i) | issue shares in the capital of the Company whether by way of bonus issue, rights issue or otherwise; and/or |
| (ii) | make or grant offers, agreements or options (collectively “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares; and/or |
| (iii) | issue additional Instruments convertible into shares arising from adjustments made to the number of Instruments |
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; and (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that:
| (1) | the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of any Instruments made or granted pursuant to this Resolution):
(A) by way of renounceable rights issues on a pro rata basis to shareholders of the Company (“Renounceable Rights Issues”) shall not exceed 100% of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in paragraph (3) below); and
(B) otherwise
than by way of Renounceable Rights Issues (“Other Shares Issues”) shall not exceed 50% of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in accordance with paragraph (3) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed 20%, of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in accordance with paragraph (3) below); |
| (2) | the Renounceable Rights Issues and Other Shares Issues shall not, in aggregate, exceed 100% of the total number of issued shares in the capital of the Company excluding treasury shares (as calculated in paragraph (3) below); |
| (3) | (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under paragraphs (1)(A) and (1)(B) above, the percentage of issued shares shall be based on the total number of issued shares in the capital of the Company excluding treasury shares at the time this Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of any convertible securities or shares options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and
(ii) any subsequent bonus issue or consolidation or subdivision of shares;
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| (4) | in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
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| (5) |
(unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution 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.
(See Explanatory Note 1)(Resolution 9) |
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| 7. |
Placement of Shares under the Share Issue Mandate at a discount of not exceeding 20% Discount
“That notwithstanding Rule 811 of the Listing Manual of the SGX-ST, the Directors of the Company be and are hereby authorised to issue shares and/or Instruments other than on a pro rata basis pursuant to the aforesaid general mandate at a discount not exceeding 20% to the weighted average price for trades done on the SGX-ST for the full market day on which the placement or subscription agreement in relation to such shares and/or Instruments is executed, provided that:-
(a) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(b) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution 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.”
(See Explanatory Note 2)(Resolution 10) |
| 8. |
Authority to issue and allot shares under Teledata Share Option Scheme
“That authority be and is hereby given to the Directors of the Company pursuant to Section 161 of the Act, to issue and allot 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 Teledata Share Option Scheme (“Scheme”), provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 15% of the total number of issued shares excluding treasury shares of the Company from time to time, as determined in accordance with the provisions of the Scheme.”
(See Explanatory Note 3)(Resolution 11) |
| 9. |
To transact any other ordinary business which may be properly transacted at an Annual General Meeting.
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BY ORDER OF THE BOARD
LEE BEE FONG (MS)
Company Secretary
Singapore, 15 April 2010
Explanatory Notes:
| 1. | Resolution No. 9 is to empower the Directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments; up to a number not exceeding (i) 100% for Renounceable Rights Issues and (ii) 50% for Other Shares Issues, of which up to 20% may be issued other than on a pro rata basis to shareholders, provided that the total number of shares which may be issued pursuant to (i) and (ii) shall not exceed 100% of the issued shares (excluding treasury shares) in the capital of the Company. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that Resolution No. 9 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share option or vesting of share awards which are outstanding or subsisting at the time that Resolution No. 9 is passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares.
The authority for undertaking 100% Renounceable Rights Issues is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which introduced further measures to accelerate and facilitate the fund raising efforts of listed issuers will be in effect until 31 December 2010 or such later date as may be determined by the SGX-ST.
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| 2. | Resolution no. 10 is to authorize the Directors to issue new shares to subscribers or placees at a discount of not more than 20% to the weighted average price for trades done on the SGX-ST for the full market day on which the placement or subscription agreement is signed.
The
maximum pricing discount of 20% is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which introduced further measures to accelerate and facilitate the fund raising efforts of listed issuers will be in effect until 31 December 2010 or such later date as may be determined by the SGX-ST.
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| 3. | Resolution no. 11 is to empower the Directors to issue and allot shares pursuant to the exercise of such shares under the Scheme not exceeding 15% of the total number of issued shares excluding treasury shares of the Company from time to time.
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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.
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| 2. | A proxy need not be a member of the Company.
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| 3. | If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
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| 4. | The instrument appointing a proxy must be deposited at the registered office of the Company at 31 Ubi Road 1, #02-01 Aztech Building, Singapore 408694 not less than 48 hours before the time appointed for the Meeting.
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