Page 167 - ar2012

Notice of Annual General Meeting
7. As Special Business:
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
“That 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 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 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 while this Resolution was in force,
provided that:
(i) 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 50% of the
issued shares in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below),
of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of
the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to
this Resolution) does not exceed 20% of the issued shares in the capital of the Company (as calculated
in accordance with sub-paragraph (ii) below);
(ii) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading
Limited) for the purpose of determining the aggregate number of shares that may be issued under
sub-paragraph (i) above, the percentage of issued shares shall be based on the number of issued 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 any convertible securities or share options
or vesting of share awards which are outstanding or subsisting at the time of the passing of this
Resolution; and
B. any subsequent consolidation or subdivision of shares;
(iii) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force
(unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and
the Articles of Association for the time being of the Company; and
(iv) (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.”
The Straits Trading Company Limited ANNUAL REPORT 2012 165 /