Page 68 - ar2012

TEHO INTERNATIONAL INC LTD Annual Report 2012 66
Notice of
Annual General Meeting
BY ORDER OF THE BOARD
Phua Sian Chin
Wee Woon Hong
Joint Company Secretaries
Singapore
3 October 2012
Explanatory Notes:
1. Mr Terrance Tan Kong Hwa will, upon re-appointment as a Director of the Company,
remain as Chairman of the Nominating Committee and a member of the Audit and
Remuneration Committees of the Company, and will be considered independent for the
purposes of Rule 704(7) of the Catalist Rules.
2. Mr Khoo Ming Hon will, upon re-appointment as a Director of the Company, remain as
Chairman of the Remuneration Committee and a member of the Audit and Nominating
Committees of the Company, and will be considered independent for the purposes of
Rule 704(7) of the Catalist Rules.
3. The Special Resolution 8 proposed in item 8 above, if passed, will empower the Directors
of the Company from the date of the above Meeting until the date of the next Annual
General Meeting is to be held or is required by law to be held, whichever is the earlier,
to allot and issue shares and convertible securities in the capital of the Company. The
aggregate number of shares and convertible securities which the Directors may allot
and issue under this Special Resolution, whether on a pro rata or non pro rata basis,
is up to 100% of the Company’s issued share capital (excluding treasury shares) of the
Company at the time of passing of this Resolution. This authority will, unless previously
revoked or varied at a general meeting, expire at the next Annual General Meeting.
Notes:
(i) A member of the Company entitled to attend and vote at the Annual General Meeting
may appoint not more than two proxies to attend and vote instead of him.
(ii) Where a member appoints two proxies, he shall specify the proportion of his shareholding
to be represented by each proxy in the instrument appointing the proxies. A proxy need
not be a member of the Company.
(iii) If the member is a corporation, the instrument appointing the proxy must be under seal
or the hand of an offcer or attorney duly authorised.
(iv) The instrument appointing a proxy must be deposited at the Registered Offce of the
Company at 1 Commonwealth Lane #09-23 One Commonwealth Singapore 149544,
not less than 48 hours before the time appointed for holding the above Meeting.
(ii) (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 sub-paragraph (i) above, the percentage
of the total number of issued shares (excluding treasury
shares) shall be based on the total number of issued
share (excluding treasury shares) in the capital of the
Company at the time of passing this Special Resolution,
after adjusting for:
(1) new Shares arising from the conversion or exercise
of any convertible securities;
(2) new Shares arising from exercise of share
options or vesting of share awards outstanding or
subsisting at the time of passing this Resolution,
provided the options or awards were granted
in compliance with Part VIII of Chapter 8 of the
Catalist Rules; and
(3) any subsequent bonus issue, consolidation or
subdivision of Shares;
(c) in exercising the authority conferred by this Special Resolution,
the Directors shall comply with the provisions of the Catalist
Rules 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
(d) (unless revoked or varied by the Company in general meeting)
this 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 and the Listing Manual to be held, whichever
is the earlier.”
(see explanatory note 3)
9. To transact any other business that may be properly transacted at
an Annual General Meeting.