(whether by way of rights, bonus or otherwise) at any time to such persons and upon
such terms and conditions and for such purposes as the directors may in their absolute
discretion deem fit, provided that the aggregate number of shares and convertible
securities to be issued pursuant to such authority shall not exceed 50% of the total
number of issued shares (excluding treasury shares) in the capital of the Company, of
which the aggregate number of shares and convertible securities to be issued other
than on a pro rata basis to shareholders of the Company shall not exceed 15% of the
total number of issued shares (excluding treasury shares) in the capital of the Company,
and for the purposes of this resolution and Rule 806(3) of the Listing Manual, the total
number of issued shares (excluding treasury shares) shall be based on the total number
of issued shares (excluding treasury shares) in the capital of the Company at the time
this resolution is passed (after adjusting for new shares arising from the conversion or
exercise of any convertible securities or exercise of share options or vesting of share
awards which are outstanding or subsisting at the time of the passing of this resolution
approving the mandate, provided the options or awards were granted in compliance with
the Listing Manual and any subsequent bonus issue, consolidation or subdivision of the
Company’s shares), and unless revoked or varied by the Company in general meeting,
such 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.
Resolution 7
8.
That:-
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the
directors of the Company of all the powers of the Company to purchase or otherwise
acquire issued ordinary shares each fully paid in the capital of the Company (“Shares”)
not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such
price or prices as may be determined by the directors from time to time up to the
Maximum Price (as hereafter defined), whether by way of:-
(i)
market purchase(s) transacted on the SGX-ST, through the SGX-ST’s trading
system and/or through one or more duly licensed dealers appointed by the
Company for that purpose (“Market Purchases”); and/or
(ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST) under an
equal access scheme in accordance with Section 76C of the Companies Act
for the purchase or acquisition of Shares from shareholders (“Off-Market
Purchases”),
and otherwise in accordance with all other laws and regulations and rules of the
SGX-ST, be and is hereby authorised and approved generally and unconditionally
(the “Share Purchase Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred
on the directors of the Company pursuant to the Share Purchase Mandate may be
exercised by the directors at any time and from time to time during the period
commencing from the date of the passing of this resolution and expiring on the
earlier of:-
NOTICE OF ANNUAL GENERAL
MEETING
ASL Marine Holdings Ltd. /Annual Report 2015
173
