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GENERAL INFORMATION ON OUR GROUP
Except as otherwise provided in our Articles of Association, two or more shareholders must be
present in person or by proxy to constitute a quorum at any general meeting. Under our Articles of
Association, on a show of hands, every shareholder present in person and each proxy shall have
one vote and, on a poll, every shareholder present in person or by proxy shall have one vote for
each ordinary share held. A poll may be demanded in certain circumstances, including by the chairman
of the meeting or by any shareholder present in person or by proxy and representing not less than
10% of the total voting rights of all shareholders having the right to attend and vote at the meeting
or by any two shareholders present in person or by proxy and entitled to vote.
Dividends
We may, by ordinary resolution, declare dividends at a general meeting, but we may not pay dividends
in excess of the amount recommended by our Board of Directors. Any dividend we pay must be paid
out of our profits or pursuant to Section 69 of the Companies Act. Our Board of Directors may also
declare an interim dividend. All dividends are paid pro rata among the shareholders in proportion to
the amount paid upon each shareholder’s ordinary shares, unless the rights attaching to an issue of
any ordinary share provides otherwise. Unless otherwise directed, dividends are paid by cheque or
warrant sent through the post to each shareholder at his registered address. Notwithstanding the
foregoing, our payment to the CDP of any dividend payable to a shareholder whose name is entered
in the depository register shall, to the extent of payment made to the CDP, discharge us from any
liability to that shareholder in respect of that payment.
Bonus and Rights Issue
Our Board of Directors may, with the approval of our shareholders at a general meeting, capitalise
any reserves or profits (including profit or monies carried and standing to any reserve or to the
share premium account) and distribute the same as bonus shares credited as paid-up to our
shareholders in proportion to their shareholdings. Our Board of Directors may also issue rights to
take up additional ordinary shares to shareholders in proportion to their shareholdings. Such rights
are subject to any conditions attached to such issue.
Takeovers
The Companies Act and the Singapore Code on Takeovers and Mergers regulate the acquisition of
ordinary shares of public companies and contain certain provisions that may delay, deter or prevent
a future takeover or change in control of our Company. Any person acquiring an interest, either
acting singly or together with other parties acting in concert with him, in 25% or more of our voting
shares must extend a takeover offer for the remaining voting shares in accordance with the provisions
of the Singapore Code on Takeovers and Mergers.
“Parties acting in concert’’ include a company and its related and associated companies, a company
and its directors (including their relatives), a company and its pension funds, a person and any
investment company, unit trust or other fund whose investment such person manages on a
discretionary basis, and a financial adviser and its client in respect of shares held by the financial
adviser and shares in the client held by funds managed by the financial adviser on a discretionary
basis. An offer for consideration other than cash must be accompanied by a cash alternative at not
less than the highest price paid by the offeror or parties acting in concert with the offeror within the
preceding 12 months. A mandatory takeover offer is also required to be made if a person holding,
either singly or together with parties acting in concert with him, between 25% and 50% of the voting
shares acquires additional voting shares representing more than 3% of the voting shares in any 12month
period.
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