Investor Relations ASL Marine Holdings Ltd

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Resolutions Passed At Annual General Meeting

BackNov 20, 2003

The following ordinary resolutions put to the annual general meeting of the Company on
20 November 2003 were duly passed:-

1 That the financial statements for the year ended 30 June 2003 and the reports of the directors and auditors thereon be and are hereby received and adopted.
2 That a first and final tax-exempt dividend of 1.4 cents per share for the year ended 30 June 2003 be and is hereby approved.
3 That the payment of directors' fees of $48,000 for the year ended 30 June 2003 be and is hereby approved.
4(a) That Mr Ang Ah Nui, a director retiring pursuant to Article 91 of the Company's Articles of Association, be and is hereby re-elected as a director of the Company.
4(b) That Mr Andre Yeap Poh Leong, a director ceasing to hold office pursuant to Article 97 of the Company's Articles of Association, be and is hereby re-elected as a director of the Company.

(Mr Andre Yeap Poh Leong, an independent non-executive director, will remain a member of the audit and remuneration committees and a member and the chairman of the nominating committee.)
4(c) That Mr David Hwang Soo Chin, a director ceasing to hold office pursuant to Article 97 of the Company's Articles of Association, be and is hereby re-elected as a director of the Company.

(Mr David Hwang Soo Chin, an independent non-executive director, will remain a member and the chairman of the audit committee and a member of the nominating and remuneration committees.)
4(d) That Mr Damian Hong Chin Fock, a director ceasing to hold office pursuant to Article 97 of the Company's Articles of Association, be and is hereby re-elected as a director of the Company.

(Mr Damian Hong Chin Fock, an independent non-executive director, will remain a member of the audit and nominating committees and a member and the chairman of the remuneration committee.)
5 That KPMG be and are hereby re-appointed as auditors of the Company and that the directors be and are hereby authorised to fix their remuneration.
6(a) That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the directors of the Company to:-

(i) allot and issue shares in the Company; and

(ii) issue convertible securities and any shares in the Company arising from the conversion of such convertible securities,

(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 issued share 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 20% of the issued share capital of the Company, and for the purposes of this resolution and Rule 806(3) of the Listing Manual, the percentage of issued share capital shall be based on the issued share capital of the Company at the time this resolution is passed (after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time this resolution is passed and any subsequent consolidation or subdivision of the Company's shares), 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.
6(b) That approval be and is hereby given to the directors of the Company to offer and grant options in accordance with the rules of the ASL Employee Share Option Scheme (the "Scheme") and 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 the options granted under the Scheme provided that the aggregate number of shares in respect of which such options may be granted and which may be issued pursuant to the Scheme shall not exceed 15% of the issued share capital of the Company on the date immediately preceding the date of the relevant grant.