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BAKER TECHNOLOGY LIMITED ANNUAL REPORT 2012
BAKER TECHNOLOGY LIMITED ANNUAL REPORT 2012
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 Resolution may have ceased to be in force) issue Shares
in pursuance of any Instruments made or granted by the Directors while 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 Instruments made or granted pursuant to this Resolution) shall not exceed 50% of the
total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in
accordancewith sub-paragraph (2) below), ofwhich theaggregatenumber of Shares (includingShares to
be issued in pursuance of Instrumentsmade or granted pursuant to this Resolution) to be issued other than
on a pro rata basis to existing shareholders of theCompany 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 suchmanner of calculationasmaybeprescribedby theSGX-ST) for thepurposeof 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 theCompany 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
vestingof shareawardswhichareoutstandingor subsistingat the time this Resolution is passed; and
(ii) any subsequent bonus issue, consolidation or subdivision of Shares;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of
the ListingManual of the SGX-ST for the time being in force (unless such compliance has beenwaived by
the SGX-ST) and the Articles of Association for the time being of theCompany; and
(4) (unless revokedor variedby theCompany in ageneral meeting) the authority conferredby this Resolution
shall continue in force until the conclusionof the next Annual GeneralMeetingof theCompanyor thedate
by which the next Annual General Meeting of the Company is required by law to be held, whichever is
the earlier.”
[See ExplanatoryNote (iii)]
(Resolution 7)
ByOrder of the Board
Nga KoNie
Company Secretary
Singapore, 8April 2013
Notes:
1.
Amember of theCompany entitled to attend and vote at the Annual General Meeting is entitled to appoint not
more than two proxies to attend and vote on his behalf. A proxy need not be amember of theCompany.
2.
The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 6
Pioneer Sector 1, Singapore 628418 not less than 48 hours before the time appointed for holding the Annual
General Meeting.
ExplanatoryNotes:
i.
Mr LimHoSengwill,upon re-election,continueas theChairmanof theBoardofDirectors,AuditandRemuneration
Committees and amember of theNominatingCommittee. He is considered an independent director.
ii.
Mr TanYangGuanwill, upon re-election, continue as amember of theAudit and RemunerationCommittees. He
is considered a non independent non-executive director.
iii. The Ordinary Resolution proposed in item 8, if passed, will empower the Directors of the Company, effective
until the conclusion of the next Annual General Meeting of theCompany, or the date bywhich the next Annual
General Meeting of the Company is required by law to be held or such authority is varied or revoked by the
Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible
into shares, and to issue shares pursuant to such instruments, up to a number not exceeding in total, 50% of the
total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20%
may be issued other than on a pro-rata basis to shareholders.
For determining theaggregatenumber of shares thatmaybe issued, the total number of issued shares (excluding
treasury shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the
capital of theCompanyat the time thisOrdinary Resolution is passedafter adjusting for 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 timewhen thisOrdinary Resolution is passed and any subsequent bonus issue,
consolidation or subdivision of shares.
BOOKS CLOSURE DATE
Noticehadbeengivenon22 February2013 that theShare Transfer Books andRegister ofMembers of theCompany
will be closed on 10 May 2013 for the preparation of dividend warrants. Duly completed transfers in respect of
ordinary shares in the capital of the Company (“Shares”) received by the Company’s Share Registrar, Boardroom
Corporate &Advisory Services Pte. Ltd. at 50 Raffles Place, Singapore Land Tower, #32-01, Singapore 048623 up
to 5.00 p.m. on 9May 2013will be registered to determine shareholders’ entitlement to the proposed first and final
and special dividends (“Dividends”). Shareholderswhose securities accountswith TheCentral Depository (Pte) Limited
are creditedwith Shares at 5.00 p.m. on 9May 2013will be entitled to the proposedDividends.
The proposed Dividends, if approved by the shareholders at the Annual General Meeting will be paid on 23May
2013.
for the financial year ended 31december 2012
for the financial year ended 31december 2012
NOTICEOFANNUAL
GENERALMEETING
NOTICEOFANNUAL
GENERALMEETING
