Explanatory Notes
:
(i)
Resolution 2 – Detailed information about Directors can be found in the Board of Directors sections of the Company’s
Annual Report, including their current directorships in other listed companies and other principal commitments held. Mr Goh
Chung Meng will, upon re-election as a Director of the Company, remain as Chairman of the Remuneration and Nominating
Committees and member of the Audit Committee, and will be considered independent for the purposes of Rule 704(8) of the
Listing Manual. Save as being an independent Director of the Company, Mr Goh has no relationships including immediate
family relationships with any of the Directors of the Company, the Company or its 10% shareholders.
(ii)
Resolution 3 – Detailed information about Directors can be found in the Board of Directors sections of the Company’s
Annual Report, including their current directorships in other listed companies and other principal commitments held. Mr
Khor Thiam Beng will, upon re-election as a Director of the Company, remain as Chairman of the Board and member of the
Audit, Remuneration and Nominating Committees, and will be considered independent for the purposes of Rule 704(8) of the
Listing Manual. Save as being an independent Director of the Company, Mr Khor has no relationships including immediate
family relationships with any of the Directors of the Company, the Company or its 10% shareholders.
(iii)
Resolution 6 – The determination of the appropriate dividend rate for the special one-tier tax exempt dividend will depend on
when the Company’s proposed share consolidation corporate action is effected. Please refer to the Company’s announcement
of 25 September 2015 and the Company’s circular dated 12 October 2015.
(iv)
Resolution 8 – If passed, will empower the Directors from the date of the above Meeting until the date of the next AGM, to
allot and issue Shares and convertible securities in the Company up to an amount not exceeding 50% of the total number
of issued shares in the capital of the Company (excluding treasury shares), of which up to 20% may be issued other than on
a pro rata basis.
(v)
Resolution 9 – If passed, will empower the Directors of the Company, to allot and issue shares in the Company of up to a
number not exceeding in total 15% of the issued shares in the capital of the Company from time to time pursuant to the
exercise of the options under the Scheme.
Notes
:
1.
With the exception of members holding shares through nominee companies, who may each appoint more than two (2)
proxies, a member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not
more than two (2) proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
2.
The instrument appointing the proxy or proxies must be deposited at the Company’s registered office at 19A Serangoon
North Avenue 5, Singapore 554859, not less than 48 hours before the time appointed for the meeting.
3.
Where a member appoints more than one (1) proxy, he/she shall specify the proportion of his/her shareholdings to be
represented by each proxy. If no proportion is specified, the Company shall be entitled to treat the first named proxy as
representing the entire shareholding and any second named proxy as an alternate to the first named or at the Company’s
option to treat this proxy form as invalid.
4.
The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized in
writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under
its Common Seal or under the hand of its attorney or a duly authorized officer.
Personal data privacy
:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General
Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the
member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration
and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General
Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other
documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents
or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “
Purposes
”),
(ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company
(or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the
collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/
or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties,
liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
94
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
NOTICE OF
ANNUAL GENERAL MEETING
