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View - Singapore Technologies Engineering

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Company as may be required to be issued pursuantto the exercise of options under the Share OptionPlan and/or such number of fully paid shares as maybe required to be issued pursuant to the vesting ofawards under the Performance Share Plan and/or theRestricted Stock Plan,provided that the aggregate number of ordinary sharesto be issued pursuant to the Share Plans shall notexceed fifteen per cent. (15%) of the issued sharecapital of the Company from time to time.9 THAT:(a) approval be and is hereby given for the purposesof Chapter 9A of the Listing Manual of the <strong>Singapore</strong>Exchange Securities Trading Limited, for theCompany, its subsidiaries and target associatedcompanies (the “Group”) or any of them to enterinto any of the transactions falling within the typesof Interested Person Transactions, particulars ofwhich are set out in the Company’s Circular toMembers dated 7 March 2000 (the “Circular”)with any party who is of the class of InterestedPersons referred to in the Circular, provided thatsuch transactions are made on an arm’s length basisand on normal commercial terms;(b) the approval given in paragraph (a) above (the“Mandate”) shall, unless revoked or varied by theCompany in General Meeting, continue in forceuntil the next Annual General Meeting of theCompany; and(c) the Directors of the Company be and are herebyauthorised to complete and do all such acts andthings (including executing all such documents asmay be required) as they may consider expedientNotes:A member may appoint not more than two proxies to attend at the samemeeting.Where a member appoints more than one proxy, he shall specifythe proportion of his shareholdings to be represented by each proxy. Aproxy need not be a member of the Company.The instrument appointinga proxy must be deposited at the Registered Office of the Company at 51Cuppage Road, #09-08, StarHub Centre, <strong>Singapore</strong> 229469 not less than48 hours before the time appointed for holding the meeting.BOOKS CLOSURE AND DIVIDEND PAYMENT DATESDuly completed transfers in respect of ordinary shares in the capital of theCompany together with all relevant documents of title received by theCompany’s share registrar, M & C Services Private Limited, 138 Robinsonor necessary or in the interests of the Company togive effect to the Mandate and/or this Resolution.STATEMENT PURSUANT TO ARTICLE 60 OF THE ARTICLES OFASSOCIATION OF THE COMPANYResolution No. 7 is to empower the Directors to issueordinary shares in the capital of the Company up to anamount not exceeding in total fifty per cent. (50%) ofthe issued ordinary share capital of the Company for thetime being.Resolution No. 8 is to empower the Directors to issueordinary shares in the capital of the Company pursuantto the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share OptionPlan, <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> PerformanceShare Plan and <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong>Restricted Stock Plan (collectively the “Share Plans”)provided that the aggregate number of ordinary sharesissued pursuant to the Share Plans shall not exceedfifteen per cent. (15%) of the issued ordinary sharecapital of the Company for the time being.Resolution No. 9 is to renew the mandate to allow theCompany, its subsidiaries and target associated companiesor any of them to enter into certain interested persontransactions with persons who are considered “interestedpersons” (as defined in Chapter 9A of the Listing Manualof the <strong>Singapore</strong> Exchange Securities Trading Limited).Please refer to the attached letter to shareholders dated 7March 2001 for details.By Order of the BoardCHUA SU LI (Mrs)Company Secretary<strong>Singapore</strong>, 7 March 2001Road, #17-00, Hong Leong Centre, <strong>Singapore</strong> 068906 up to the close ofbusiness at 5.00 p.m. on 9 April 2001 (the “Books Closure Date”) willbe registered to determine members’ entitlements to the proposeddividends, subject to approval of members to the proposed dividends atthe Fourth Annual General meeting to be convened on 30 March 2001.Subject as aforesaid, members whose Securities Accounts with TheCentral Depository (Pte) Limited are credited with ordinary shares inthe capital of the Company as at 5.00 p.m. on the Books Closure Datewill be entitled to the dividends.The Register of Members and ShareTransfer Books will be closed on 10 and 11 April 2001 for the purposeof determining members’ entitlements to the proposed dividends.Theproposed dividends, if so approved by members, will be paid on 25April 2001.LETTER TO SHAREHOLDERSBoard of Directors:Ho Ching (Chairman)Boon Swan Foo (Deputy Chairman & CEO)Ng Kee ChoeTan Guong ChingPeter Ho Hak EanMG Lim Chuan PohProfessor Lui Pao ChuenDr Philip Nalliah PillaiPhilip Tan Yuen FahWinston Tan Tien HinLucien Wong Yuen KuaiPeter Ong Boon KweeTeo Chan Eddie @ Teo Chan Seng EddieTo:The Members<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> LtdDear Sir/Madam,RENEWAL OF SHAREHOLDERS MANDATE1.BACKGROUNDWe refer to(1) the Notice of Annual General Meeting of theMembers of <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd(the “Company” or “ST Engg”) dated 7 March 2001(the “Notice”), accompanying the Annual Report2000 of the Company, convening the Fourth AnnualGeneral Meeting (“AGM”) to be held on 30 March2001 and(2) Ordinary Resolution No. 9 under the heading “SpecialBusiness” set out in the Notice.At the Extraordinary General Meeting of the Companyheld on 31 March 2000, a mandate (the “ShareholdersMandate”) was approved for the purposes of Chapter9A of the Listing Manual of the <strong>Singapore</strong> ExchangeSecurities Trading Limited, for the Company, itssubsidiaries and target associated companies(the “Group”) or any of them to enter into certaininterested person transactions (the “Interested PersonTransactions”), particulars of which were set out in theCompany’s Circular to Members dated 7 March 2000(the “Circular”).Registered Office:51 Cuppage Road,#09-08, StarHub Centre<strong>Singapore</strong> 2294697 March 2001The Shareholders Mandate was expressed to take effecton 31 March 2000 until the date of the forthcomingAGM, being 30 March 2001. Accordingly, the Directorspropose that the Shareholders Mandate relating to theapproval for Interested Person Transactions underChapter 9A be renewed at the forthcoming AGM totake effect until the Fifth AGM of the Company.The particulars of the Interested Person Transactions inrespect of which the Shareholders Mandate is sought tobe renewed remain unchanged and are as set out inthe Circular.Based on the consolidated audited accounts of the STEngg Group for the financial year ended 31 December2000, the shareholders’ funds of the ST Engg Group wasS$912,280,000. Accordingly, in relation to the ST EnggGroup and under Chapter 9A of the Listing Manual, aThreshold 2 transaction would be one which is enteredin the current financial year with an Interested Personand the value of which is equal to or above 3%(S$27,368,400) and below 5% (S$45,614,000) ofshareholders’ funds.222 • visionletter to shareholders • 223

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