(b)
convertible securities; or
(c)
additional securities issued pursuant to Rule 829 of the Listing Manual (notwithstanding that the
authority conferred by this Resolution may have ceased to be in force at the time the additional
securities are issued); or
(d)
shares arising from the conversion of the securities in (b) and (c) above (notwithstanding that the
authority conferred by this Resolution may have ceased to be in force at the time the shares are to be
issued),
in the Company (whether by way of rights, bonus or otherwise) at any time to such persons and upon such
terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit,
provided that:
(i)
the aggregate number of shares and convertible securities to be allotted and issued pursuant to this
Resolution must be not more than 50% of the total number of issued shares (excluding treasury shares)
in the capital of the Company (calculated in accordance with (ii) below), of which the aggregate number
of shares and convertible securities issued other than on a pro rata basis to existing shareholders must
be not more than 20% of the total number of issued shares (excluding treasury shares) in the capital
of the Company (calculated in accordance with (ii) below); and
(ii)
(subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the number of shares and convertible securities that may be issued pursuant to (i) above,
the percentage of issued shares shall be calculated 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 (a) new shares arising from the conversion or exercise of convertible securities; (b) new
shares arising from exercising share options or vesting of share awards outstanding or subsisting at the
time of the passing of this Resolution; and (c) any subsequent consolidation or subdivision of shares.
Unless revoked or varied by ordinary resolution of the shareholders of the Company in general meeting, this
Resolution shall remain in force until the conclusion of the next Annual General Meeting of the Company
(“
AGM
”) or the date by which the next AGM is required by law to be held, whichever is earlier.
[See explanatory note (iv)]
(Resolution 8)
10.
Authority to allot and issue shares pursuant to the exercise of options under the Avi-Tech Employee
Share Option Scheme (“the Scheme”)
That approval be and is hereby given to the Directors to offer and grant options in accordance with the
provisions of the Scheme; and pursuant to Section 161 of the Companies Act, to allot and issue from time
to time such number of shares in the capital of the Company (the “
Scheme Shares
”) as may be required to
be issued pursuant to the exercise of the options that may be granted under the Scheme provided always
that the number of the Scheme Shares available under the Scheme shall not exceed 15% of the issued share
capital of the Company from time to time; the aggregate number of Scheme Shares available to participants
who are controlling shareholders of the Company and their associates shall not exceed 25% of the Scheme
Shares available under the Scheme and the number of Scheme Shares available to each participant who is a
controlling shareholder of the Company or his associates shall not exceed 10% of the Scheme Shares available
under the Scheme. [See explanatory note (v)]
(Resolution 9)
By Order of the Board
Adrian Chan Pengee
Company Secretary
Singapore
12 October 2015
93
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
NOTICE OF
ANNUAL GENERAL MEETING
