NOTICEOFANNUALGENERALMEETING
at any timeanduponsuch termsandconditionsand forsuchpurposesand tosuchpersonsas theDirectorsmay in theirabsolutediscretiondeem fit; and
b.
(notwithstanding theauthorityconferredby thisResolutionmayhaveceased tobe in force) issueShares inpursuanceof any Instrumentsmadeorgranted
by theDirectorswhile thisResolutionwas 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 Instrumentsmade or granted
pursuanttothisResolution)shallnotexceed50%ofthetotalnumberof issuedshares(excludingtreasuryshares) inthecapitaloftheCompany(ascalculated
inaccordancewithsub-paragraph (2) below), ofwhich theaggregatenumber of Shares (includingShares tobe issued inpursuanceof Instrumentsmade
or granted pursuant to thisResolution) 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 inaccordancewith sub-paragraph (2) below);
(2)
(subject to suchmanner of calculationasmay beprescribedby theSGX-ST) for thepurposeof determining theaggregatenumber of Shares thatmay be
issuedundersub-paragraph (1) above, the total numberof issuedShares (excluding treasuryshares) shall bebasedon the total numberof issuedshares
(excluding treasury shares) in the capital of theCompany at the time thisResolution ispassed, after adjusting for:
(i)
newSharesarising from theconversionor exerciseof any convertiblesecuritiesor shareoptionsor vestingof shareawardswhichareoutstanding
or subsistingat the time thisResolution ispassed; and
(ii)
any subsequent bonus issue, consolidationor subdivisionof 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 compliancehasbeenwaivedby theSGX-ST) and theConstitution for the timebeingof theCompany; and
(4)
(unless revoked or varied by theCompany in a generalmeeting) the authority conferred by thisResolution shall continue in forceuntil 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 theearlier.
(Resolution8)
ByOrder of theBoard
NgaKoNie
CompanySecretary
Singapore, 5April 2016
ExplanatoryNotes:
i.
OrdinaryResolution4 is to re-electMsJeanetteChang, whowill upon re-election, remainasExecutiveDirector andwill be considerednon-independent.
ii.
OrdinaryResolution5 is tore-electMrWongMengYeng,whowilluponre-election, remainasLead IndependentDirector,Chairmanof theNominatingCommittee
andamember of theAudit Committee.MrWongwill be considered independent.
iii.
OrdinaryResolution6 is to re-appointMrLimHoSengasaDirectorof theCompany.AsMrLimHoSengwas re-appointed toholdofficeuntil thisAnnualGeneral
Meetingof theCompanypursuant to the thenSection153(6) of theCompaniesAct (Cap.50), the re-appointment ofMrLimHoSeng isproposedalthoughhewill
not be subject to subsequent annual re-appointmentswith the repeal of Section153witheffect from3 January 2016.Mr Limwill upon re-appointment, remain
as theChairmanof theBoardof Directorsandamember of theRemunerationCommittee.Mr Limwill be considerednon-independent.
iv.
Ordinary Resolution 8 is to empower the Directors of the Company, effective until the conclusion of the next Annual General Meeting of the Company, or the
datebywhich thenext Annual GeneralMeetingof theCompany is requiredby law tobeheldor suchauthority is variedor revokedby theCompany inageneral
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
anumber not exceeding in total, 50%of the total number of issuedshares (excluding treasury shares) in the capital of theCompany, ofwhichup to20%maybe
issuedother thanonapro-ratabasis to shareholders.
For determining theaggregatenumber of shares thatmay be issued, the total number of issued shares (excluding treasury shares)will be calculatedbasedon
the total numberof issuedshares (excluding treasuryshares) in thecapital of theCompanyat the time thisOrdinaryResolution ispassedafteradjusting fornew
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 timewhen thisOrdinaryResolution ispassedandany subsequent bonus issue, consolidationor subdivisionof shares.
Notes:
1. Amember of theCompany (other thanaRelevant Intermediary*) entitled toattendand voteat theAnnual GeneralMeeting isentitled toappoint notmore than twoproxies toattendand voteonhisbehalf.
Aproxyneednot beamember of theCompany.
2. ARelevant Intermediary*mayappointmore than twoproxies, but eachproxymust beappointed toexercise the rightsattached toadifferent shareor sharesheldbyhim (whichnumberandclassof shares
shall be specified.)
3. The instrument appointingaproxyorproxiesmust bedepositedat the registeredofficeof theCompanyat 10JalanSamulun, Singapore629124not less than48hoursbefore the timeappointed forholding
theAnnual GeneralMeeting.
*ARelevant Intermediary is:
(a) abankingcorporation licensedunder theBankingAct (Cap. 19)orawholly-ownedsubsidiaryofsuchabankingcorporation,whosebusiness includes theprovisionofnomineeservicesandwhoholdsshares
in that capacity;
(b) apersonholdinga capitalmarkets services licence toprovide custodial services for securitiesunder theSecuritiesandFuturesAct (Cap. 289) andwhoholds shares in that capacity; or
(c) the Central Provident FundBoard established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislationmade under that Act providing for themaking
of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in
accordancewith that subsidiary legislation.
134
135
BAKERTECHNOLOGYlimited
ANNUAL REPORT 2015
