Page 111 - ar2011

Notice of Annual General Meeting
NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 109
provided that:
(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares
to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does
not exceed 100 per cent of the total number of issued Shares excluding treasury shares (as
calculated in accordance with sub-paragraph (2) below), and provided further that where
shareholders of the Company are not given the opportunity to participate in the same on a
pro-rata basis, then the aggregate number of Shares to be issued under such circumstances
(including Shares to be issued in pursuance of Instruments made or granted pursuant to
this Resolution) does not exceed 50 per cent of the total number of issued Shares excluding
treasury shares (as calculated in accordance with sub-paragraph (2) below); and
(2) (subject to such manner of calculation and adjustments as may be prescribed by the SGX-
ST) for the purpose of determining the aggregate number of Shares that may be issued under
sub-paragraph (1) above:-
(a) the total number of issued Shares excluding treasury shares shall be calculated based
on the total number of issued Shares excluding treasury shares at the time of this
Resolution is passed, after adjusting for:
(aa) new Shares arising from the conversion or exercise of convertible securities;
(bb) new Shares arising from the exercise of share options or vesting of share awards
which are outstanding or subsisting at the time this Resolution is passed; and
(cc) any subsequent bonus issue, consolidation or subdivision of Shares;
(b) in relation to an Instrument, the number of Shares shall be taken to be that number as
would have been issued had the rights therein been fully exercised or effected on the
date of the making or granting of the Instrument;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with
the provisions of the listing rules of the SGX-ST for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Articles of Association for the time
being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this
Resolution shall continue in force until the conclusion 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, whichever is the earlier.”
[See Explanatory Note (d)] [Resolution 7]
By Order of the Board
Leaw Wei Siang
Sharon Yeoh
Company Secretaries
5 April 2012
Singapore