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118 kingsmen creatives ltd
NOTICE OF ANNUAL
GENERALMEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of KINGSMEN CREATIVES LTD. (the “Company”) will be held at 3 Changi South
Lane, Singapore 486118 on Thursday , 26 April 2012 at 11.00 a.m. (the “Annual General Meeting”) for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and Audited Accounts of the Company for the year ended 31 December 2011 together with the
Auditors’ Report thereon. (Resolution 1)
2. To declare a fnal one-tier tax exempt dividend of 2.50 cents per ordinary share for the year ended 31 December 2011. (Resolution 2)
3. To re-elect the following Directors retiring pursuant to the Articles of Association of the Company:
Mr Anthony Chong Siew Ling (Article 107) (Resolution 3)
Mr Wong Ah Long (Article 107) (Resolution 4)
[See explanatory Note (i)]
4. To approve the payment of Directors’ fees of S$260,000/- for the year ended 31 December 2011 (2010: S$230,000/-). (Resolution 5)
5. To re-appoint Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fx their remuneration. (Resolution 6)
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought ft, to pass the following resolutions as Ordinary Resolutions, with or without any modifcations:
7. Authority to allot and issue shares in the capital of the Company - Share Issue Mandate
“That, pursuant to Section 161 of the Companies Act, Cap. 50 (the “Companies Act”) and Rule 806 of the Listing Manual of the Singapore
Exchange Securities Trading Limited (“SGX-ST”), the Directors of the Company be authorized and empowered to:
(A) (i) issue shares in 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) 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 shall 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,
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 convertible securities to be issued pursuant to this Resolution shall not exceed ffty per cent. (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 convertible securities to be issued other than on a pro-rata basis to the shareholders of
the Company shall not exceed twenty per cent. (20%) of the total number of issued Shares (excluding treasury shares) in the capital
of the Company (as at the time of passing this Resolution);