. 133
ANNUAL
REPORT
20 1 7
THE BE ST
I N US
EXPLANATORYNOTES
(i)
Ordinary Resolution 2
is to seek approval for the payment of Directors’ fees of S$273,000 for the year
ending31December 2018 (2017: S$262,763) tobepaidquarterly in arrears. Further detailsof theDirectors’
fee framework are set out onpage59of theAnnual Report.
(ii)
OrdinaryResolution3
is to re-electMrLimHoSeng,whowillupon re-election, remainas theChairmanof the
BoardofDirectors andamemberof theRemunerationCommittee, andwill beconsiderednon-independent.
(iii)
OrdinaryResolution4
is to re-elect Dr BenetyChang, whowill upon re-election, remain as Chief Executive
OfficeroftheCompanyandamemberoftheNominatingCommittee,andwillbeconsiderednon-independent.
(iv)
Ordinary Resolution 5
is to re-elect Mr Wong Meng Yeng, who will upon re-election, remain as Lead
Independent Director, Chairman of the Nominating Committee and amember of the Audit Committee.
MrWongwill be considered independent.
(v)
Ordinary Resolution 7
is to empower the Directors of the Company, effective until the conclusion of the
next Annual GeneralMeetingof theCompany, or thedatebywhich thenext Annual GeneralMeetingof the
Company is required by law to be heldor such authority is variedor revoked by theCompany in a general
meeting, whichever is the earlier, to issue shares,makeor 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 and subsidiaryholdings) in thecapital of theCompany, ofwhich
up to20%maybe issuedother thanon apro-ratabasis to shareholders.
For determining the aggregate number of shares that may be issued, the total number of issued shares
(excluding treasury shares and subsidiary holdings) will be calculated based on the total number of issued
shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this
Ordinary Resolution is passed after adjusting for new shares arising from the conversionor exercise of any
convertible securitiesor shareoptionsor vestingof share awardswhich areoutstandingor subsisting at the
timewhen thisOrdinaryResolution is passed and any subsequent bonus issue, consolidationor subdivision
of shares.
(vi)
Special Resolution8
is to adopt a newConstitution followingwide-ranging changes to theCompanies Act,
Cap. 50 (the “CompaniesAct”) introducedpursuant to theCompanies (Amendment) Act 2014andCompanies
(Amendment) Act 2017 (the “Amendment Acts”). The newConstitutionwill consist of thememorandum and
articlesofassociationof theCompanywhichwere in force immediatelybefore3January2016,and incorporate
amendments to (inter alia) take into account the changes to theCompanies Act introduced pursuant to the
Amendment Acts. Please refer to theLetter toShareholdersdated4April 2018 formoredetails.
NOTICEOF
ANNUALGENERALMEETING
