Teho International Inc Ltd. - Annual Report 2016 - page 110

108
TEHO INTERNATIONAL INC LTD.
Annual Report 2016
NOTICE
OF ANNUAL GENERAL MEETING
(a) new Shares arising from the conversion or exercise of any convertible
securities;
(b) new Shares arising from the exercise of share options or vesting of share
awards outstanding or subsisting at the time of passing this Ordinary
Resolution, provided the options or awards were granted in compliance
with Part VIII of Chapter 8 of the Catalist Rules; and
(c)
any subsequent bonus issue, consolidation or subdivision of Shares;
(3) in exercising the authority conferred by this Ordinary 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 Constitution of
the Company for the time being; and
(4) unless revoked or varied by the Company in general meeting, such authority
conferred by this Ordinary Resolution shall continue in force until the conclusion
of the next AGM of the Company or the date by which the next AGM of the
Company is required by lawand the Catalist Rules to be held, whichever is earlier.
(see explanatory note 3)
(Resolution 6)
7.
To transact any other business that may be properly transacted at an AGM.
BY ORDER OF THE BOARD
Phua Sian Chin
Wee Woon Hong
Company Secretaries
Singapore
11 October 2016
Explanatory Notes:
1.
Mr Lee See Hoe will, upon re-election as a Director of the Company, remain as the
Executive Chairman of the Board of Directors and CEO of the Company.
2.
Ms Joanne Khoo Su Nee will, upon re-election as a Director of the Company, remain
as the 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 Ordinary Resolution 6 proposed in item 6 above, if passed, will empower the
Directors of the Company from the date of this AGM until the date of the next AGM
is to be held or is required by law to be held, whichever is earlier, to allot and issue
Shares and convertible securities in the capital of the Company. The aggregate number
of Shares (including Shares to be made in pursuance of Instruments made or granted
pursuant to this Ordinary Resolution) to be allotted and issued shall not exceed 100%
of the total number of issued Shares (excluding treasury shares) at the time of passing
this Ordinary Resolution. For issue of Shares (including Shares to be made in pursuance
of Instruments made or granted pursuant to this Ordinary Resolution) other than on
a
pro rata
basis to all shareholders, the aggregate number of Shares (including Shares
to be made in pursuance of Instruments made or granted pursuant to this Ordinary
Resolution) to be allotted and issued shall not exceed 50% of the total number of issued
Shares (excluding treasury shares) at the time of passing this Ordinary Resolution.
This authoritywill, unless revoked or varied at a general meeting, expire at the next AGM.
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