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(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares
and convertible securities that may be issued under sub-paragraph (1) above on a pro-rata basis, the total number of issued Shares
(excluding treasury shares) in the capital of the Company shall be based on the total number of issued Shares (excluding treasury
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 convertible securities;
(b) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing
of this Resolution, provided the options or awards were granted in compliance with the rules of the Listing Manual of the SGX-ST;
and
(c) any subsequent bonus issue, consolidation or subdivision of Shares.
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the
SGX-ST as amended from time to time (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the
Company; and
(4) unless revoked or varied by the Company in a general meeting, such authority 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 is required by law to be held,
whichever is the earlier.”
[See Explanatory Note (ii)] (Resolution 7)
8.Authority to allot and issue Shares under the Kingsmen Share Option Scheme
“That pursuant to Section 161 of the Companies Act, the Directors be and are hereby authorised and empowered to grant options in
accordance with the Kingsmen Share Option Scheme (the ”Kingsmen SOS”) and allot and issue from time to time such number of Shares
in the capital of the Company to the holders of options granted by the Company under the Kingsmen SOS established by the Company
upon the exercise of such options in accordance with the terms and conditions of the Kingsmen SOS, provided always that the aggregate
number of Shares issued and issuable pursuant to the Kingsmen SOS, the Kingsmen Performance Share Scheme and any other share based
incentive schemes of the Company shall not exceed ffteen per cent. (15%) of the total number of issued Shares (excluding treasury shares)
in the capital of the Company from time to time.”
[See Explanatory Note (iii)] (Resolution 8)
9. Authority to allot and issue Shares under the Kingsmen Performance Share Scheme
“That pursuant to Section 161 of the Companies Act, the Directors be and are hereby authorised and empowered to grant awards in
accordance with the Kingsmen Performance Share Scheme and allot and issue from time to time such number of Shares in the capital of the
Company to the holders of awards granted by the Company under the Kingsmen Performance Share Scheme established by the Company
upon the vesting of such share awards in accordance with the terms and conditions of the Kingsmen Performance Share Scheme, provided
always that the aggregate number of Shares issued and issuable pursuant to the Kingsmen SOS, the Kingsmen Performance Share Scheme
and any other share based incentive schemes of the Company shall not exceed ffteen per cent. (15%) of the total number of issued Shares
(excluding treasury shares) in the capital of the Company from time to time.”
[See Explanatory Note (iv)] (Resolution 9)
10. Grant of Share Awards to Roy Ong Chin Kwan under the Kingsmen Performance Share Scheme
“That the award of up to 50,000 special reward shares under the Kingsmen Performance Share Scheme to Roy Chin Kwan be and is hereby
approved.”
[See Explanatory Note (v)] (Resolution 10)