Powering growth - Aztech Group Ltd - Investor Relations
Powering growth - Aztech Group Ltd - Investor Relations Powering growth - Aztech Group Ltd - Investor Relations
106a z t e c h a n n u a l r e p o r t 2 0 0 9F i n a n c i a l S t a t e m e n t sNOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN THAT the Annual General Meeting of AZTECH GROUP LTD will be held at 31 Ubi Road 1, Aztech Building, Singapore 408694on Friday, April 9, 2010 at 10.00 am for the following purposes:AS ORDINARY BUSINESS1. To receive and, if approved, to adopt the Audited Accounts for the financial year ended December 31, 2009 together with the Directors’ Reportand Auditors’ Report thereon. [Resolution 1]2. To declare a final one-tier tax exempt dividend of S$0.0125 per share for the financial year ended December 31, 2009 as recommended by theDirectors. [Resolution 2]3. To approve Directors’ fees of S$345,000 for the financial year ending December 31, 2010. (2009: S$345,000) [Resolution 3]4. To re-elect Mr Khoo Ho Tong who is retiring under Article 107 of the Articles of Association as a Director. [Resolution 4]5. To re-elect Mr Martin Chia Heok Miin who is retiring under Article 107 of the Articles of Association as a Director. [Resolution 5]6. To re-appoint Messrs Deloitte & Touche LLP as auditors of the Company and to authorise the Directors to fix their remuneration. [Resolution 6]7. To transact any other routine business which may be properly transacted at an Annual General Meeting.AS SPECIAL BUSINESSTo consider and, if thought fit, to pass the following resolutions (with or without amendments) as Ordinary Resolutions:8. That authority be and is hereby given to the Directors to:(a) (i) issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or(ii)make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued, includingbut not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible intoShares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in theirabsolute discretion, deem fit; and(b)(notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of anyInstrument made or granted by the Directors while this Resolution was in force,provided that:(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments madeor granted pursuant to this Resolution):(A)(B)by way of renounceable rights issues on a pro rata basis to shareholders of the Company (“Renounceable Rights Issues”) shall notexceed 100 percent of the total number of issued Shares excluding treasury Shares (as calculated in paragraph (3) below); andotherwise than by way of Renounceable Rights issues (“Other Share Issues”) shall not exceed 50 percent of the total number ofissued Shares excluding treasury Shares (as calculated in accordance with paragraph (3) below), of which the aggregate number ofShares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed 20 percent of the total numberof issued Shares excluding treasury Shares (as calculated in accordance with paragraph (3) below);(2) the Renounceable Rights Issues and Other Share Issues shall not, in aggregate, exceed 100 percent of the total number of issued Sharesexcluding treasury Shares (as calculated in paragraph (3) below);
F i n a n c i a l S t a t e m e n t sa z t e c h a n n u a l r e p o r t 2 0 0 9107NOTICE OF ANNUAL GENERAL MEETING(3) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”)) for thepurpose of determining the aggregate number of Shares that may be issued under paragraphs (1)(A) and (1)(B) above, the percentage ofissued Shares shall be based on the total number of issued Shares excluding treasury Shares at the time this Resolution is passed, afteradjusting for:(i)(ii)new Shares arising from the conversion or exercise of any convertible securities or share options which are outstanding or subsistingat the time this Resolution is passed; andany subsequent bonus issue or consolidation or subdivision of Shares;(4) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-STfor the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being ofthe Company; and(5) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until theconclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is the earlier. [Resolution 7]9. That authority be and is hereby given to the Directors to issue Shares and/or Instruments other than on a pro-rata basis pursuant to the aforesaidgeneral mandate at a discount not exceeding twenty per cent (20%) to the weighted average price for trades done on the SGX-ST for the fullmarket day on which the placement or subscription agreement in relation to such Shares and/or Instruments is executed, provided that:(a)(b)in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-STfor the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being ofthe Company; and(unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until theconclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is the earlier. [Resolution 8]10. That approval be and is hereby given to the Directors to allot and issue from time to time such number of shares in the Company as may berequired to be issued pursuant to the exercise of options under the Aztech Group Employees’ Share Option Scheme 2000 which was approvedby the shareholders at an Extraordinary General Meeting of the Company on March 10, 2000 (“ESOS 2000”), Provided always that theaggregate number of shares to be issued pursuant to the ESOS 2000 shall not exceed fifteen per cent (15%) of the total issued share capital ofthe Company from time to time. [Resolution 9]11. It was resolved that:(a)for the purposes of Sections 76C and 76E of the Companies Act (Cap. 50) (“Companies Act”), the exercise by the Directors of the Companyof all powers of the Company to purchase or otherwise acquire issued ordinary shares of the Company (“Shares”), not exceeding inaggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors of the Company from timeto time up to the Maximum Price (as hereinafter defined), whether by way of:(i)(ii)market purchase(s) (each a “Market Purchase”) on the SGX-ST;off-market purchase(s) (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in accordance with any equalaccess scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shallsatisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws and regulations and rulesof the SGX-ST as may for the time being be applicable; and/orbe and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);
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F i n a n c i a l S t a t e m e n t sa z t e c h a n n u a l r e p o r t 2 0 0 9107NOTICE OF ANNUAL GENERAL MEETING(3) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”)) for thepurpose of determining the aggregate number of Shares that may be issued under paragraphs (1)(A) and (1)(B) above, the percentage ofissued Shares shall be based on the total number of issued Shares excluding treasury Shares at the time this Resolution is passed, afteradjusting for:(i)(ii)new Shares arising from the conversion or exercise of any convertible securities or share options which are outstanding or subsistingat the time this Resolution is passed; andany subsequent bonus issue or consolidation or subdivision of Shares;(4) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-STfor the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being ofthe Company; and(5) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until theconclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is the earlier. [Resolution 7]9. That authority be and is hereby given to the Directors to issue Shares and/or Instruments other than on a pro-rata basis pursuant to the aforesaidgeneral mandate at a discount not exceeding twenty per cent (20%) to the weighted average price for trades done on the SGX-ST for the fullmarket day on which the placement or subscription agreement in relation to such Shares and/or Instruments is executed, provided that:(a)(b)in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-STfor the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being ofthe Company; and(unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until theconclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is the earlier. [Resolution 8]10. That approval be and is hereby given to the Directors to allot and issue from time to time such number of shares in the Company as may berequired to be issued pursuant to the exercise of options under the <strong>Aztech</strong> <strong>Group</strong> Employees’ Share Option Scheme 2000 which was approvedby the shareholders at an Extraordinary General Meeting of the Company on March 10, 2000 (“ESOS 2000”), Provided always that theaggregate number of shares to be issued pursuant to the ESOS 2000 shall not exceed fifteen per cent (15%) of the total issued share capital ofthe Company from time to time. [Resolution 9]11. It was resolved that:(a)for the purposes of Sections 76C and 76E of the Companies Act (Cap. 50) (“Companies Act”), the exercise by the Directors of the Companyof all powers of the Company to purchase or otherwise acquire issued ordinary shares of the Company (“Shares”), not exceeding inaggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors of the Company from timeto time up to the Maximum Price (as hereinafter defined), whether by way of:(i)(ii)market purchase(s) (each a “Market Purchase”) on the SGX-ST;off-market purchase(s) (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in accordance with any equalaccess scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shallsatisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws and regulations and rulesof the SGX-ST as may for the time being be applicable; and/orbe and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);
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