152
NOTICE OF
ANNUALGENERALMEETING
(ii)
make or grant offers, agreements or options (collectively,
“
Instruments
”) that might or would require shares to be issued,
including but not limited to the creation and issue of (as well as
adjustments to) options, warrants, debentures or other instruments
convertible into shares,
at any time and upon such terms and conditions and for such purposes
and to such persons as the Directors of the Company may in their absolute
discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have
ceased to be in force) issue shares in pursuance of any Instrument made
or granted by the Directors of the Company while this Resolution was in
force,
(the “
Share Issue Mandate
”)
provided that:
(1)
the aggregate number of shares (including shares to be issued in pursuance
of the Instruments, made or granted pursuant to this Resolution) and
Instruments to be issued pursuant to this Resolution shall not exceed
fifty per centum (50%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company (as calculated in accordance
with sub-paragraph (2) below), of which the aggregate number of shares
and Instruments to be issued other than on a pro rata basis to existing
shareholders of the Company shall not exceed twenty per centum (20%)
of the total number of issued shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with sub-paragraph
(2) below);
(2)
(subject to such calculation as may be prescribed by the SGX-ST for the
purpose of determining the aggregate number of shares and Instruments
that may be issued under sub-paragraphs (1) above, the percentage of
issued shares and Instruments shall be based on the number of issued
shares (excluding treasury shares) in the capital of the Company at the
time of the passing of this Resolution, after adjusting for:
(a)
new shares arising from the conversion or exercise of the
Instruments or any convertible securities;
(b)
new shares arising from exercising share options or vesting of share
awards outstanding and subsisting at the time of the passing of
this Resolution; and
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
