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Home > News & Events > Corporate News
 April 14, 2010

Teledata at SGX
(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)
2. To approve the Directors’ fees of $232,500.00 for the financial year ended 31 December 2009. (2008 : $217,500)
(Resolution 2)
3. To re-elect the following Director retiring by rotation pursuant to Articles 100 & 101 of the Company’s Articles of Association:
(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.
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.
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:
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;
(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
(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)
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.

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.
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.
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.
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.
2.A proxy need not be a member of the Company.
3.If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
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.


News

September 30, 2011 Proposed Renounceable Non-Underwritten Rights Issue In The Company
September 21, 2011 Announcement of Appointment of Independent Director Who Is Also An Audit Committee Chairman
September 21, 2011 Appointment Of Independent Director And Reconstitution Of The Board Committees
August 26, 2011 Change Of Company Secretary
August 17, 2011 Teledata Reversed Loss Of $2.52 Million To Make Modest Gains In Half-Year Announcement
August 12, 2011 QUARTERLY UPDATE PURSUANT TO LISTING RULE 1313(2)
August 12, 2011 Unaudited Financial Statements And Dividend Announcement for the Second Quarter and Half Year Ended 30 June 2011 ("2Q/1H2011")
August 4, 2011 New Appointments And Recomposition Of The Audit, Compensation And Nominating Committee
June 10, 2011 Incorporation of a wholly-owned subsidinary in Korea
May 16, 2011 Announcement Of Independent Director
May 13, 2011 Quarterly Update Pursuant To Rule 1313(2) Of The Listing Manual
April 29, 2011 Results of Annual General Meeting
March 08, 2011 Resignation of Independent Director
March 08, 2011 Announcement of cessation as Independent Director who is an Audit Committee Member
March 02, 2011 Notification of inclusion on the watch-list with effect from 3 March 2011
March 01, 2011 Notice of 3 consecutive year's losses
March 01, 2011 Full year results Financial Statement and related announcement
December 23, 2010 Change of Teledata Singapore Registered Address
October 19, 2010 Change of Company Secretary
September 29, 2010 Teledata Singapore office has moved
September 20, 2010 Re-designation of Ms Irene Valencia Goutama as Executive Director and Chairman; Re-composition of Board of Directors and Board Committees
September 14, 2010 Announcement of cessation as Independent Director who is an Audit Committee Member
September 14, 2010 Announcement of appointment of Independent Director
September 14, 2010 Announcement of appointment of Independent Director
September 14, 2010 Announcement of appointment of non-Executive Director
September 14, 2010 Changes of Directors and re-composition of Board of Directors; Withdrawal of the requisition to convene an extraordinary general meeting pursuant to section 176 of the companies act (cap 50)
August 14, 2010 Teledata (Singapore) Limited Half Year Financial Statement And Dividend Announcement
August 13, 2010 Requisition - Convening of an extraordinary general meeting pursuant to section 176 of the companies act (cap 50)
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
July 15, 2010 Notice of a substantial shareholder's interest
July 15, 2010 Notice of a substantial shareholder's interest
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
July 15, 2010 Notice of a change in the percentage level of a substantial shareholder's interest
June 14, 2010 Termination of the proposed acquisition of 51% of the issued and paid-up capital of Elektromotive Ltd
June 14, 2010 Termination of the proposed acquisition of 100% of the issued and paid-up capital of Ione Resources, Inc
June 14, 2010 Announcement of appointment of Executive Director
June 14, 2010 Announcement of Cessation as non-Executive Director who is an Audit Committee member
June 14, 2010 Teledata announces resignation and appointment of non-Executive Director and Executive Director
May 10, 2010 Notice of a substantial shareholder's interest
May 05, 2010 Additional Information - Annual Report for the Financial Year ended 31 December 2009
April 30, 2010 Announcement of appointment of non-executive director
April 30, 2010 Announcement of cessation as non-Executive Director
April 30, 2010 Announcement of cessation as independent director
April 30, 2010 Teledata announces proposed issue and subscription of 6,250,000 ordinary shares in Teledata (Singapore) Limited
April 27, 2010 Teledata secures exclusive right to negotiate for the acquisition of a majority stake in Elektromotivez
April 27, 2010 Teledata placement AIP
April 27, 2010 Proposed Acquisition of shares in Elektromotive Ltd
April 14, 2010 Notice of Annual General Meeting
April 09, 2010 Resignation of Joint Company Secretary
April 09, 2010 Proposed issue and subscription of 6,250,000 ordinary shares in Teledata (Singapore) Limited
April 05, 2010 Teledata to acquire Philippines-based iOne Resources for US$3.6 million
March 27, 2010 Teledata gears up for expansion in RP market
March 03, 2010 Teledata appoints new Managing Director
March 01, 2010 Teledata reports S$7.9 million loss in FY2009
February 22, 2010 Proposed acquisition of 77.679% of the issued and paid-up capital of PT Centrin Online Tbk

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