Powering growth - Aztech Group Ltd - Investor Relations

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108a 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 MEETING(b)unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to theShare Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from thepassing of this Resolution and expiring on the earlier of:(i)(ii)the date on which the next Annual General Meeting of the Company is held; orthe date by which the next Annual General Meeting of the Company is required by law to be held;(c)in this Resolution:“Prescribed Limit” means ten per cent (10%) of the issued ordinary share capital of the Company as at the date of passing of thisResolution; and“Maximum Price” in relation to a Share to be purchased or acquired, means an amount (excluding brokerage, commission, stamp duties,applicable goods and services tax, clearance fees and other related expenses) not exceeding:(i)(ii)in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; andin the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price of the Shares;where:“Average Closing Price” means the average of the closing market prices of a Share over the last five (5) market days on whichtransactions in the Shares were recorded on the SGX-ST immediately preceding the date of the Market Purchase by the Company or, asthe case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporateaction that occurs after the relevant five-day period; and“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase oracquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access scheme for effecting the Off-MarketPurchase; and(d)the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (includingexecuting such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactionscontemplated by this Resolution. [Resolution 10]NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on April 28, 2010, for the preparationof dividend warrants. If approved, the final one-tier tax exempt dividend of $0.0125 per share for the financial year ended December 31, 2009 will bepaid on May 11, 2010.Duly completed transfers received by the Company’s Share Registrar, B.A.C.S. Pte Ltd of 63 Cantonment Road, Singapore 089758 up to close ofbusiness at 5 p.m. on April 27, 2010 will be registered to determine shareholders’ entitlement to the said dividend. Members whose securities accountswith the Central Depository (Pte) Limited are credited with shares at 5 p.m. on April 27, 2010 will be entitled to the said dividend.BY ORDER OF THE BOARDMs Pavani NagarajahCompany Secretary24 March 2010Singapore
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 9109NOTICE OF ANNUAL GENERAL MEETINGNotes:(i)A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A member of the Company,which is a corporation, is entitled to appoint its authorised representative or proxy to vote on its behalf.A proxy need not be a member of the Company.The instrument appointing a proxy must be deposited at the Company’s registered office at 31 Ubi Road 1, Aztech Building, Singapore 408694at least 48 hours before the time of the Meeting.(ii)(iii)(iv)(v)(vi)(vii)Resolution 3 is to facilitate payment of Directors’ fees during the financial year in which the fees are incurred. The Directors’ fees will be paidin 4 equal instalments on a quarterly basis, within 30 days of the end of each quarter. The aggregate amount of Directors’ fees provided in theresolution is calculated on the assumption that all the present Directors will hold office for the whole of the financial year ending December 31,2010 (“FY 2010”). Should any Director hold office for only part of FY 2010 and not the whole of FY 2010, the Director’s fee payable to him willbe appropriately pro-rated.If re-elected under Resolution 4, Mr Khoo Ho Tong will remain the Chairman of the Remuneration Committee, and a member of the AuditCommittee and will be considered an Independent Director of the Company.If re-elected under Resolution 5, Mr Martin Chia Heok Miin will remain and will be considered an Executive Director of the Company.Resolution 7 is to empower the Directors to issue shares in the capital of the Company and to make or grant instruments (such as warrantsor debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding (i) 100% forRenounceable Rights Issues and (ii) 50% for Other Share Issues, of which up to 20% may be issued other than on a pro rata basis to shareholders,provided that the total number of shares which may be issued pursuant to (i) and (ii) shall not exceed 100% of the issued shares (excludingtreasury shares) in the capital of the Company. For the purpose of determining the aggregate number of shares that may be issued, thepercentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company atthe time that Resolution 7 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities orshare options which are outstanding or subsisting at the time that Resolution 7 is passed, and (b) any subsequent bonus issue or consolidationor subdivision of shares.Resolution 8 is pursuant to measures implemented by the SGX-ST as stated in a press release entitled “SGX introduces further measures tofacilitate fund raising” dated 19 February 2009 and which became effective on 20 February 2009. Under the measures implemented by the SGX-ST, issuers will be allowed to undertake non pro-rata placements of new shares priced at discounts of up to 20% to the weighted average pricefor trades done on the SGX-ST for a full market day on which the placement or subscription agreement in relation to such shares is executed,subject to the conditions that (a) shareholders’ approval be obtained in a separate resolution (the “Resolution”) at a general meeting to issuenew shares on a non pro-rata basis at a discount exceeding 10% but not more than 20%; and (b) that the resolution seeking a general mandatefrom shareholders for issuance of new shares on a non pro-rata basis is not conditional upon the Resolution. It should be noted that under theListing Manual of the SGX-ST, shareholders’ approval is not required for placements of new shares on a non pro-rata basis pursuant to a generalmandate at a discount of up to 10% to the weighted average price for trades done on the SGX-ST for a full market day on which the placementor subscription agreement in relation to such shares is executed.Resolution 9, if passed, will empower the Directors to issue shares pursuant to the exercise of options under the Aztech Group Employees’ ShareOption Scheme 2000, which was approved by the shareholders at an Extraordinary General Meeting of the Company on March 10, 2000 (“ESOS2000”), provided always that the aggregate number of shares to be issued pursuant to ESOS 2000 shall not exceed fifteen per cent (15%) ofthe Company’s issued share capital for the time being. This authority will continue in force until the next Annual General Meeting of the Companyor the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier, unless theauthority is previously revoked or varied at a general meeting.(viii) Explanatory Statement to Ordinary Resolution 10Resolution for the Renewal of the Share Buy Back Mandate
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Powering growth - Aztech Group Ltd - Investor Relations

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