AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following ordinary resolutions, with or without modifications:
8.
That pursuant to Section 161 of the Companies Act, Chapter 50 (“
Companies Act
”) and the listing rules
of the Singapore Exchange Securities Trading Limited (“
SGX-ST
”) (“
Listing Manual
”), the directors of the
Company (“
Directors
”) be authorised and empowered to:
(a)
(i)
allot and issue shares in the capital of the Company (“
shares
”) whether by way of rights or
bonus; and/or
(ii)
make or grant offers, agreements or options (collectively, “
Instruments
”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute 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 any Instrument made or granted by the Directors while this Resolution
is 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) does not
exceed 50% of the total number of issued ordinary shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with sub-paragraph (2) below) of which the
aggregate number of shares and Instruments to be issued other than on a pro-rata basis to existing
shareholders of the Company shall not exceed 20% of the total number of issued ordinary shares
(excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-
paragraph (2) below);
(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,
the total number of issued ordinary shares (excluding treasury shares) shall be based on the total
number of issued ordinary shares (excluding treasury shares) in the capital of the Company at the
time this Resolution is passed, after adjusting for:
(i)
new shares arising from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the time this
Resolution is passed; and
(ii)
any subsequent bonus issue, consolidation or subdivision of shares;
I N N O T E K L I M I T E D
A N N U A L R E P O R T 2 0 1 5
129
NOTICE OF
ANNUAL GENERAL MEETING
