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 (v) (vi) In recognition of his efforts and contribution in leading the Group to another year of profits for the financial year ended 31 December 2004 and to further motivate him to create value for shareholders, the Company is proposing to grant an option to Mr Alex Yeo Kian Teong 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 AGM. As the proposed resolutions 12 and 13 relate to the Mr Alex Yeo Kian Teong’s participation in the Swissco Share Option Scheme and the authorisation for the Company to grant options to Mr Alex Yeo Kian Teong, the latter and his associates will abstain from voting on these resolutions at the AGM and shall decline any appointment as proxies for shareholders to vote on these resolutions unless the shareholders concerned have given specific instructions in their respective proxy forms as to the manner in which their votes are to be cast in respect of the relevant resolutions The Directors collectively and individually accept full responsibility for the accuracy of the information given and confirm that, having made all reasonable enquiries, to the best of their knowledge and belief, the facts stated and opinions expressed herein are fair and accurate and there are no material facts the omission of which would make any statement misleading. (j) The Ordinary Resolution No 14 if passed, will empower the Directors of the Company to issue shares in the Company pursuant to the exercise of the options under the Swissco Share Option Scheme provided that the aggregate number of shares to be issued does not exceed fifteen percent (15%) of the issued share capital of the Company at any time. Notes to Proxy Form: (i) (ii) (iii) (iv) A member entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company. If a proxy is to be appointed, the form must be deposited at the registered office of the Company at 9 Pandan Road Singapore 609257 not less than 48 hours before the time set for the meeting. The form of proxy must be signed by the appointor or his attorney duly authorised in writing. In the case of joint shareholders, all holders must sign the form of proxy. SWISSCO INTERNATIONAL LIMITED_58
SWISSCO INTERNATIONAL LIMITED (Incorporated in Singapore) ANNUAL GENERAL MEETING PROXY FORM Important 1. For investors who have used their CPF monies to buy Swissco International Limited shares, this Annual Report is sent to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is FOR USE ONLY BY MEMBERS whose shares in Swissco International Limited are registered in their names. It is not valid for use by CPF investors and persons whose shares are not registered in their own names, and shall be ineffective for all intents and purposes if used or purported to be used by them. I/We _____________________________________________________________________________________________________ (Name) of ______________________________________________________________________________________________________ (Address) being a member/members of SWISSCO INTERNATIONAL LIMITED hereby appoint:- Name Address NRIC/Passport Number Proportion of Shareholdings (%) and/or (delete as appropriate) Name Address NRIC/Passport Number Proportion of Shareholdings (%) or failing whom, the Chairman of the meeting, as my/our proxy/proxies to vote for me/us on my/our behalf, at the Annual General Meeting of the Company to be held on 29 April 2005 and at any adjournment thereof in the following manner: Resolution No For Against 1. Adoption of Reports and Accounts 2. Re-appointment of Mr Yeo Chong Lin pursuant to Section 153(6) of the Companies Act, Chapter 50 3. Re-election of Mr Alex Yeo Kian Teong, a director retiring under Article 87 4. Re-election of Mr Rohan Kamis, a director retiring under Article 94 5. Re-election of Dr Chiang Hai Ding, a director retiring under Article 94 6. Re-election of Mr Phillip Chan Yee Foo, a director retiring under Article 94 7. Re-appointment of Auditors and authorisation of directors to fix their remuneration 8. To approve Directors’ Fees 9. Authority to issue and allot shares pursuant to Section 161 of the Companies Act, Cap 50 10. To approve the participation in the Swissco Share Option Scheme by Mr Yeo Chong Lin. 11. To approve the grant of options under the Swissco Share Option Scheme to Mr Yeo Chong Lin. 12. To approve the participation in the Swissco Share Option Scheme by Mr Alex Yeo Kian Teong. 13. To approve the grant of options under the Swissco Share Option Scheme to Mr Alex Yeo Kian Teong. 14. To authorise the Directors to issue and allot shares in accordance with the provisions of the Swissco Share Option Plan If you wish to exercise all your votes For or Against, please tick with ‘’. Alternatively, please indicate the number of votes For or Against each resolution. If this form of proxy contains no indication as to how the proxy should vote in relation to each resolution, the proxy shall, as in the case of Any Other Business raised at the meeting, vote as the proxy deems fit. Dated this _______ day of __________________ 2005. ________________________________________ Signature(s) of Member(s)/Common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF Total Number of shares in (a) CDP Register (b) Register of Members No of Shares
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- Page 11 and 12: BOARD OF DIRECTORS Mr Yeo Chong Lin
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NOTICE <strong>OF</strong> FIRST ANNUAL GENERAL MEETING<br />
(v)<br />
(vi)<br />
In recognition of his efforts and contribution in leading the Group to another year of profits for the<br />
financial year ended 31 December 2004 and to further motivate him to create value for shareholders, the<br />
Company is proposing to grant an option to Mr Alex Yeo Kian Teong to subscribe for 300,000 ordinary<br />
shares of $0.08 each in the capital of the Company (“Shares”) at a subscription price equal to the average<br />
of the last 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 AGM.<br />
As the proposed resolutions 12 and 13 relate to the Mr Alex Yeo Kian Teong’s participation in the <strong>Swissco</strong><br />
Share Option Scheme and the authorisation for the Company to grant options to Mr Alex Yeo Kian Teong,<br />
the latter and his associates will abstain from voting on these resolutions at the AGM and shall decline any<br />
appointment as proxies for shareholders to vote on these resolutions unless the shareholders concerned<br />
have given specific instructions in their respective proxy forms as to the manner in which their votes are<br />
to be cast in respect of the relevant resolutions<br />
The Directors collectively and individually accept full responsibility for the accuracy of the information given and<br />
confirm that, having made all reasonable enquiries, to the best of their knowledge and belief, the facts stated<br />
and opinions expressed herein are fair and accurate and there are no material facts the omission of which would<br />
make any statement misleading.<br />
(j)<br />
The Ordinary Resolution No 14 if passed, will empower the Directors of the Company to issue shares in the<br />
Company pursuant to the exercise of the options under the <strong>Swissco</strong> Share Option Scheme provided that the<br />
aggregate number of shares to be issued does not exceed fifteen percent (15%) of the issued share capital of the<br />
Company at any time.<br />
Notes to Proxy Form:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
A member entitled to attend and vote at this meeting is entitled to appoint one or two proxies to attend and<br />
vote in his stead. A proxy need not be a member of the Company.<br />
If a proxy is to be appointed, the form must be deposited at the registered office of the Company at 9 Pandan<br />
Road Singapore 609257 not less than 48 hours before the time set for the meeting.<br />
The form of proxy must be signed by the appointor or his attorney duly authorised in writing.<br />
In the case of joint shareholders, all holders must sign the form of proxy.<br />
SWISSCO INTERNATIONAL LIMITED_58
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