Explanatory Notes:
(i)
Mr. Tan Cher Liang is an Independent Director of the Company. He also serves as the Chairman of the Audit Committee
and as a Member of the Nominating Committee and Remuneration Committee. Upon his re-election, Mr. Tan Cher Liang
will continue to serve as the Chairman of the Audit Committee and as a Member of the Nominating Committee and
Remuneration Committee. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of
the SGX-ST.
(ii)
The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company to issue
Shares, make or grant instruments convertible into Shares and to issue Shares pursuant to such instruments, up to a
number not exceeding, in total, fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares)
in the capital of the Company, of which up to twenty per cent. (20%) may be issued other than on a pro-rata basis to
shareholders.
For determining the aggregate number of Shares and convertible securities that may be issued, the total number of
issued Shares (excluding treasury shares) will be calculated based on the total number of issued Shares (excluding
treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for 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 when this Ordinary Resolution is passed and any subsequent bonus
issue, consolidation or subdivision of Shares.
(iii)
The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company to allot
and issue such number of fully paid Shares from time to time as may be required to be issued to the holders of awards
granted by the Company pursuant to the provisions of the Kingsmen Performance Share Scheme.
(iv)
The grant of awards to the controlling shareholders of the Company and their associates under the Kingsmen
Performance Share Scheme must be approved by the shareholders of the Company. Mr. Soh Siak Poh Benedict and
Mr. Simon Ong Chin Sim are controlling shareholders of the Company. Mr. Roy Ong Chin Kwan is an immediate family
member and thus an associate of Mr. Simon Ong Chin Sim.
Further details are set out in the Circular to Shareholders in relation to the Proposed Grant of Awards to
Mr. Soh Siak Poh Benedict, Mr. Simon Ong Chin Sim and Mr. Roy Ong Chin Kwan under the Kingsmen Performance
Share Scheme enclosed together with the Annual Report.
(v)
The Ordinary Resolution 12 proposed in item 12 above, if passed, will empower the Directors of the Company to purchase
or otherwise acquire Shares by way of Market Purchases or Off-Market Purchases, provided that the aggregate number
of Shares to be purchased or acquired under the Share Purchase Mandate does not exceed the Prescribed Limit, and
at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum
Price. The information relating to this proposed Ordinary Resolution is set out in the Circular to Shareholders in relation
to the Proposed Renewal of the Share Purchase Mandate enclosed together with the Annual Report.
Notes:
1.
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more
than two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.
2.
Where a member appoints more than one proxy, he/she shall specify the proportion of his/her shareholdings to be
represented by each proxy in the instrument appointing the proxies.
3.
A member who is a relevant intermediary entitled to attend and vote at the Annual General Meeting is entitled to appoint
more than two proxies to attend and vote at the Annual General Meeting instead of such member, but each such proxy
must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such
member appoints more than two proxies, the appointments shall be invalid unless the member specifies the proportion
of shareholdings in relation to which each proxy has been appointed.
notice of
thirteenth annual general meeting
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k i n g s m e n
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