Page 110 - ar2011

SEO Version

NATURAL COOL HOLDINGS LIMITED
Annual Report 2011
108
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at 29 Tai Seng
Avenue, Natural Cool Lifestyle Hub, Singapore 534119 on 23 April 2012 at 10.00 a.m. to transact the
following business:-
Ordinary Business
1
To receive and adopt the Directors’ Report and Audited Accounts for the fnancial year ended 31
December 2011 and the Auditors’ Report thereon.
[Resolution 1]
2
To re-elect Mr Lim Siang Kai who is retiring pursuant to Article 101 of the Company’s Articles of
Association. [See Explanatory Note (a)]
[Resolution 2]
3
To re-elect Mr William da Silva who is retiring by rotation pursuant to Article 101 of the Company’s
Articles of Association. [See Explanatory Note (b)]
[Resolution 3]
4
To re-elect Dr Wu Chiaw Ching who is retiring by rotation pursuant to Article 101 of the Company’s
Articles of Association. [See Explanatory Note (c)]
[Resolution 4]
5
To approve Directors’ fees of S$88,000/- for the fnancial year ending 31 December 2012. (2011:
S$88,000/-)
[Resolution 5]
6
To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors to fx
their remuneration.
[Resolution 6]
7
To transact any other business that may be transacted at an Annual General Meeting.
Special Business
To consider and, if thought fit, to pass the following as an Ordinary Resolution, with or without
modifcations:-
General mandate to allot and issue new shares
8
“That pursuant to Section 161 of the Companies Act, Chapter 50 (“Act”) and the listing rules of the
Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the
Directors of the Company to:-
(A)
(i)
issue shares in the capital of the Company (“Shares”) (whether by way of rights, bonus
or otherwise); and/or
(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) warrants, debentures or other instruments convertible or
exchangeable into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons
as the Directors may in their absolute discretion deem ft; 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 while this
Resolution was in force,