138
BAKERTECHNOLOGYLIMITED
ANNUALREPORT2013
Notice ofAnnual
GeneralMeeting
SPECIAL BUSINESS
To consider and if thought fit, to passwith or withoutmodifications, the following resolution as anOrdinary Resolution:
10.
Authority to issue Shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading
Limited (the “SGX-ST”), authority be and is hereby given to theDirectors of theCompany to:
a.
i.
issue shares in the capital of theCompany (“Shares”) whether byway 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, including but not limited to the creation and issue of (as well as adjustments to) options, 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 the authority conferred by this Resolutionmay have ceased to be in force) issue Shares in pursuance of any
Instrumentsmade or granted by theDirectorswhile this Resolutionwas 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
Instrumentsmadeor grantedpursuant to thisResolution) shall not exceed50%of the total number of issued 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 (including Shares to be issued in pursuance of Instruments made or granted pursuant to this
Resolution) 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 shares (excluding treasury shares) in the capital of theCompany (as calculated in accordancewith 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 Shares (excluding treasury
shares) shall be based on the total number of issued 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
awardswhich are outstanding or subsisting at the time this Resolution is passed; and
(ii)
any subsequent bonus issue, consolidationor subdivision of Shares;
(3)
inexercising theauthority conferredby this Resolution, theCompany shall complywith theprovisions of the ListingManual of
theSGX-ST for the timebeing in force (unless such compliancehasbeenwaivedby theSGX-ST) and theArticlesofAssociation
for the time being of theCompany; and
