156
NOTICE OF
ANNUALGENERALMEETING
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)
The Ordinary Resolution 6 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.
(iii)
The Ordinary Resolution 7 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
2015 Annual Report of the Company.
(iv)
The Ordinary Resolution 8 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.
Intermediaries such as banks and capital markets services licence holders which provide custodial services and are members of the
Company may appoint more than two proxies provided that each proxy is appointed to exercise the rights attached to different shares
held by the member.
3.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at 15 Jurong Port Road Singapore
619119 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
4.
The instrument appointing a proxy must be signed by the appointer or his attorney duly authorised in writing. Where the instrument
appointing a proxy is executed by a corporation, it must be executed either under its common seal or under the hand of any officer
or attorney duly authorised.
5.
A Depository’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before
the time fixed for holding the Meeting in order for the Depositor to be entitled to attend and vote at 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.
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
