KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
99
Notice of Twelfth Annual General Meeting
NOTICE IS HEREBY GIVEN
that the Twelfth Annual General Meeting of Kingsmen Creatives Ltd. (the “
Company
”) will be
held at 3 Changi South Lane, Kingsmen Creative Centre, Singapore 486118 on Thursday, 30 April 2015 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 the Audited Accounts of the Company for the financial year ended 31
December 2014 together with the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a final tax exempt one-tier dividend of 2.5 Singapore cents per ordinary share for the financial year ended
31 December 2014.
(Resolution 2)
3.
To re-elect Mr. Chong Siew Ling, a Director who is retiring pursuant to Article 107 of the Articles of Association of
the Company.
(Resolution 3)
4.
To re-appoint Mr. Wong Ah Long as a Director of the Company pursuant to Section 153(6) of the Companies Act
(Cap. 50) of Singapore (the “
Companies Act
”), to hold such office from the date of this Annual General Meeting until
the next annual general meeting.
[See Explanatory Note (i)]
(Resolution 4)
5.
To approve the payment of Directors’ fees of S$260,000 for the financial year ended 31 December 2014 (2013:
S$260,000).
(Resolution 5)
6.
To re-appoint RSM Chio Lim LLP as the Company’s Auditors and to authorise the Directors to fix their remuneration.
(Resolution 6)
7.
To transact any other ordinary business which may properly be transacted at an annual general meeting.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
8.
Authority to allot and issue shares in the capital of the Company - Share Issue Mandate
“That, pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited (the “
SGX-ST
”), the Directors of the Company be authorised 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 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:
(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 fifty 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 calculated in accordance with sub-paragraph (2) below);
(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, 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.
