158
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
NOTICE OF
ANNUAL GENERAL MEETING
Explanatory Notes:
(i)
Mr Ng Weng Sui Harry will, upon re-election as a Director of the Company, remain as a Chairman of the Audit & Risk
Committee and member each of the Nominating Committee and the Remuneration Committee and will be considered
independent.
(ii)
Mr Kesavan Nair will, upon re-election as a Director of the Company, remain as Chairman each of the Nominating
Committee and Remuneration Committee and a member of the Audit & Risk Committee and will be considered
independent.
(iii)
Mr Low See Ching will, upon re-election as a Director of the Company, remain as member each of the Audit & Risk
Committee, Nominating Committee and Remuneration Committee.
(iv)
The Ordinary Resolution 10 above, if passed, will empower the Directors of the Company from the date of this
Meeting until the date 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 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), of which up to 20% may be issued other than on a pro-rata basis to
shareholders.
For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares
in the capital of the Company will be calculated based on the total number of issued shares (excluding treasury
shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares
arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options
or the vesting of share awards outstanding or subsisting at the time when this Ordinary Resolution is passed and
any subsequent consolidation or subdivision of shares.
(v)
The Ordinary Resolution 11 seeks to renew the share purchase mandate to enable the Directors of the Company
to exercise all the powers of the Company to purchase or otherwise acquire issued ordinary shares fully paid in the
capital of the Company not exceeding in aggregate the Maximum Limit (as defined in the mandate). Details of the
terms of the mandate are set out in the Appendix to the 2014 Annual Report of the Company.
(vi)
The Ordinary Resolution 12 above, if passed, will empower the Directors of the Company from the date of this Meeting
until the date 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 or such authority is varied or revoked by the Company in a
general meeting, whichever is the earlier, to offer and grant options in accordance with the rules of the Employee
Share Option Scheme and pursuant to Section 161 of the Companies Act (Chapter 50 of Singapore) and to issue
shares from time to time as may be required pursuant to the exercise of the Options under the HG Metal Employee
Share Option Scheme.
*Notes
1.
A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint not more
than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at not less than
forty-eight (48) hours before the time appointed for holding the Meeting.
Personal data privacy:
“Personal data” in this proxy form has the same meaning as “personal data” in the Personal Data Protection Act 2012
(“
PDPA
”), which includes your and your proxy’s and/or representative’s name, address and NRIC/Passport No. 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
and its proxy(ies)’s or representative’s personal data by the Company (or its agents) for the purpose of the processing and
administration by the Company (or its agents) 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) 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), the member has obtained the prior express consent of such proxy(ies) and/or representative(s) for the collection,
use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the
Purposes, (iii) undertakes that the member will only use the personal data of such proxy(ies) and/or representative(s) for the
Purposes; and (iv) 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. Your and your proxy and/or representative’s personal
data may be disclosed or transferred by the Company to its subsidiaries, its share register and/or other agents or bodies for
any of the Purposes, and retained for such period as may be necessary for the Company’s verification and record purposes.
