SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited
SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited
NOTICE OF FIRST ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of the Company will be held at 9 Pandan Road, Singapore 609257 on 29 April 2005 at 9.00 a.m. for the purpose of transacting the following businesses:- ORDINARY BUSINESS 1. To receive and adopt the Directors’ Report and the Audited Accounts for the period from 29 January 2004 to 31 December 2004 together with the Auditors’ Report thereon. 2. To consider and if thought fit, to pass the following resolution: (a) That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr Yeo Chong Lin be and is hereby re-appointed as a Director of the Company to hold such office until the next Annual General Meeting. 3. To re-elect Mr Alex Yeo Kian Teong, a Director retiring pursuant to Article 87 of the Company’s Articles of Association. [(See explanatory note (a)] Resolution 1 Resolution 2 Resolution 3 4. To re-elect the following directors retiring pursuant to Article 94 of the Company’s Articles of Association: (i) (ii) (iii) Mr Rohan Kamis [(See explanatory note (b)] Dr Chiang Hai Ding [(See explanatory note (c)]) Mr Phillip Chan Yee Foo [(See explanatory note (d)]) Resolution 4 Resolution 5 Resolution 6 5. To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration. Resolution 7 6. To transact any other business of the Company which may properly be transacted at an Annual General Meeting. SPECIAL BUSINESS To consider and, if thought fit, to pass, with or without modifications, the following Ordinary Resolutions: 7. “To approve Directors’ fees of S$98,000 for the period from 29 January 2004 to 31 December 2004.”[see explanatory note (e)] 8. “That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the Singapore Exchange Securities Trading Limited, the Directors be and are hereby authorised to allot and issue shares and/or convertible securities in the Company (whether by way of bonus issue, rights issue or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit provided that: Resolution 8 Resolution 9 (i) (ii) the aggregate number of shares and/or convertible securities to be issued pursuant to this Resolution does not exceed 50% of the issued share capital of the Company, of which the aggregate number of shares and/or convertible securities to be issued other than on a pro-rata basis to existing shareholders of the Company does not exceed 20% of the Company’s issued share capital; for the purpose of determining the aggregate number of shares and/or convertible securities that may be issued under (i) above, 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 a) new shares arising from the conversion or exercise of any convertible securities or employee share options or vesting of share awards that are outstanding or subsisting at the time this Resolution is passed; and (b) any subsequent consolidation or subdivision of shares; and SWISSCO INTERNATIONAL LIMITED_54
NOTICE OF FIRST ANNUAL GENERAL MEETING (iii) 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.” [[see Explanatory Note (f)] 9. “That the participation in the Swissco Share Option Scheme (the “Share Option Scheme”) by Mr Yeo Chong Lin, who is a Controlling Shareholder of the Company (as defined in the Share Option Scheme), be and is hereby approved.”[[see Explanatory Note(g) and (h)] 10. “That contingent upon the passing of Ordinary Resolution 10 above, that approval be and is hereby given to the Directors and any committee appointed by them to offer and grant, on the terms of and pursuant to the Rules of the Share Option Scheme to Mr Yeo Chong Lin, options under the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each in the capital of the Company (“Shares”) at a subscription price equal to the average of the last dealt prices for a share for the five (5) consecutive market days immediately preceding the latest practicable date prior to the date of the notice of this Annual General Meeting”. [see Explanatory Note (g)and (h)] 11. “That the participation in the Swissco Share Option Scheme (the “Share Option Scheme”) by Mr Alex Yeo Kian Teong, who is a Controlling Shareholder of the Company (as defined in the Share Option Scheme), be and is hereby approved.”[[see Explanatory Note(g) and (i)] 12. “That contingent upon the passing of Ordinary Resolution 12 above, that approval be and is hereby given to the Directors and any committee appointed by them to offer and grant, on the terms of and pursuant to the Rules of the Share Option Scheme to Mr Alex Yeo Kian Teong, options under the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each in the capital of the Company (“Shares”) at a subscription price equal to the average of the last dealt prices for a share for the five (5) consecutive market days immediately preceding the latest practicable date prior to the date of the notice of this Annual General Meeting.” [(see Explanatory Note (g) and (i)] 13. “That the directors be and are hereby authorised 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 under the Swissco Share Option Scheme (the “Share Option Scheme”), provided always that the aggregate number of shares to be issued pursuant to the Share Option Scheme shall not exceed fifteen percent (15%) of the total issued share capital of the Company from time to time.”[[see Explanatory Note(j)] Resolution 10 Resolution 11 Resolution 12 Resolution 13 Resolution 14 By Order of the Board Tan Ching Chek Company Secretary Dated: 13 April 2005 Explanatory Notes to Ordinary and Special Business to be transacted: - (a) (b) Mr Alex Yeo Kian Teong will continue to be a member of the Remuneration Committee and Nominating Committee upon his re-election as a Director of the Company. Mr Rohan Kamis, the Chairman of the Audit Committee and a member of the Remuneration Committee will continue in office as Chairman of the Audit Committee and a member of the Remuneration Committee upon his ANNUAL REPORT 2004_55
- Page 5 and 6: CHAIRMAN’S STATEMENT “Our Group
- Page 7 and 8: CORPORATE PROFILE Out Port Limit (O
- Page 9 and 10: OUR HISTORY our business to support
- Page 11 and 12: BOARD OF DIRECTORS Mr Yeo Chong Lin
- Page 13 and 14: CORPORATE INFORMATION BOARD OF DIRE
- Page 15 and 16: OPERATIONS REVIEW Our Group’s two
- Page 17 and 18: our vessels OUT PORT LIMIT (OPL) BO
- Page 19 and 20: CORPORATE GOVERNANCE REPORT Swissco
- Page 21 and 22: CORPORATE GOVERNANCE REPORT Interna
- Page 23 and 24: DIRECTORS’ REPORT Directors’ co
- Page 25 and 26: STATEMENT BY DIRECTORS In the opini
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- Page 55: STATISTICS OF SHAREHOLDINGS AS AT 1
- Page 59 and 60: NOTICE OF FIRST ANNUAL GENERAL MEET
- Page 61 and 62: SWISSCO INTERNATIONAL LIMITED (Inco
- Page 63: SWISSCO Swissco International Limit
NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />
(iii)<br />
unless revoked or varied by the Company in general meeting, such authority conferred<br />
by this Resolution shall continue in force until the conclusion of the next Annual General<br />
Meeting of the Company or the date by which the next Annual General Meeting of<br />
the Company is required by law to be held, whichever is the earlier.” [[see Explanatory<br />
Note (f)]<br />
9. “That the participation in the <strong>Swissco</strong> Share Option Scheme (the “Share Option Scheme”) by Mr<br />
Yeo Chong Lin, who is a Controlling Shareholder of the Company (as defined in the Share Option<br />
Scheme), be and is hereby approved.”[[see Explanatory Note(g) and (h)]<br />
10. “That contingent upon the passing of Ordinary Resolution 10 above, that approval be and<br />
is hereby given to the Directors and any committee appointed by them to offer and grant,<br />
on the terms of and pursuant to the Rules of the Share Option Scheme to Mr Yeo Chong Lin,<br />
options under the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each<br />
in the capital of the Company (“Shares”) at a subscription price equal to the average of the last<br />
dealt prices for a share for the five (5) consecutive market days immediately preceding the latest<br />
practicable date prior to the date of the notice of this Annual General Meeting”. [see Explanatory<br />
Note (g)and (h)]<br />
11. “That the participation in the <strong>Swissco</strong> Share Option Scheme (the “Share Option Scheme”) by Mr<br />
Alex Yeo Kian Teong, who is a Controlling Shareholder of the Company (as defined in the Share<br />
Option Scheme), be and is hereby approved.”[[see Explanatory Note(g) and (i)]<br />
12. “That contingent upon the passing of Ordinary Resolution 12 above, that approval be and is<br />
hereby given to the Directors and any committee appointed by them to offer and grant, on<br />
the terms of and pursuant to the Rules of the Share Option Scheme to Mr Alex Yeo Kian Teong,<br />
options under the Share Option Scheme to subscribe for 300,000 ordinary shares of $0.08 each<br />
in the capital of the Company (“Shares”) at a subscription price equal to the average of the last<br />
dealt prices for a share for the five (5) consecutive market days immediately preceding the latest<br />
practicable date prior to the date of the notice of this Annual General Meeting.” [(see Explanatory<br />
Note (g) and (i)]<br />
13. “That the directors be and are hereby authorised to allot and issue from time to time such<br />
number of shares in the capital of the Company as may be required to be issued pursuant to the<br />
exercise of the options under the <strong>Swissco</strong> Share Option Scheme (the “Share Option Scheme”),<br />
provided always that the aggregate number of shares to be issued pursuant to the Share Option<br />
Scheme shall not exceed fifteen percent (15%) of the total issued share capital of the Company<br />
from time to time.”[[see Explanatory Note(j)]<br />
Resolution 10<br />
Resolution 11<br />
Resolution 12<br />
Resolution 13<br />
Resolution 14<br />
By Order of the Board<br />
Tan Ching Chek<br />
Company Secretary<br />
Dated: 13 April 2005<br />
Explanatory Notes to Ordinary and Special Business to be transacted: -<br />
(a)<br />
(b)<br />
Mr Alex Yeo Kian Teong will continue to be a member of the Remuneration Committee and Nominating<br />
Committee upon his re-election as a Director of the Company.<br />
Mr Rohan Kamis, the Chairman of the Audit Committee and a member of the Remuneration Committee will<br />
continue in office as Chairman of the Audit Committee and a member of the Remuneration Committee upon his<br />
ANNUAL REPORT 2004_55
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