notes to the financial statements - Investor Relations

CWT Limited
136
NOTICE OF
ANNUAL GENERAL MEETING
(B) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any
Instrument 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 made or granted pursuant to this Resolution but excluding Shares which may be issued pursuant to
any adjustments effected under any relevant Instrument) does not exceed 50 percent of the total number of issued
Shares excluding any treasury shares (as calculated in accordance with sub-paragraph (2) below) of which the
aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company (including
Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution but excluding Shares
which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 20
percent of the total number of issued Shares excluding treasury shares (as calculated in accordance with subparagraph
(2) below); and
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the
aggregate number of Shares that may be issued under sub-paragraph (1) above:
(i) the total number of issued Shares, excluding treasury shares, shall be calculated based on the total number
of issued Shares, excluding treasury shares, at the time this Resolution is passed, after adjusting for:
(a) new Shares arising from the conversion or exercise of convertible securities;
(b) new Shares arising from the exercise of share options or vesting of share awards which are
outstanding or subsisting at the time this Resolution is passed; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
(ii) in relation to an Instrument, the number of Shares shall be taken to be that number as would have been
issued had the rights therein been fully exercised or effected on the date of the making or granting of the
Instrument;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing
manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the
Articles of Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the 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 (1) .
(Resolution 8)
7. That:
(A) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the directors of the Company (“Directors”)
of all the powers of the Company to purchase or otherwise acquire issued ordinary shares (“Share Buy-Backs”) in the capital
of the Company (“Shares”) not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may
be determined by the Directors from time to time, up to the Maximum Price (as hereinafter defined), whether by way of:
(i) on-market Share Buy-Backs (each an “On-market Share Buy-Back”) transacted on the Singapore Exchange
Securities Trading Limited (“SGX-ST”); and/or
(ii) off-market Share Buy-Backs (each an “Off-market Share Buy-Back”) effected otherwise than on the SGX-ST in
accordance with any equal access schemes as may be determined or formulated by the Directors as they consider
fit, which schemes shall satisfy all the conditions prescribed by the Companies Act,