10.4 In the event of a members’ voluntary winding-up (other than for amalgamation or reconstruction), the Shares under
the Awards shall be released to the Participant for so long as, in the absolute determination by the Committee,
the Participant has met the Performance Targets prior to the date that the members’ voluntary winding-up shall
be deemed to have been commenced or effective in law.
10.5 If in connection with the making of a general offer referred to in Rule 10.1 or the scheme referred to in Rule
10.2 or the winding-up referred to in Rule 10.4, arrangements are made (which are confirmed in writing by
the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of
Participants, whether by the payment of cash or by any other form of benefit, no release of Shares under the
Award shall be made in such circumstances.
11.
Shares
11.1 Subject to such consents or other required action of any competent authority under any regulations or enactments
for the time being in force as may be necessary and subject to the compliance with the terms of the Scheme
and the Memorandum and Articles of Association of the Company, the Company shall within one (1) month
after the vesting of an Award, transfer and/or allot the relevant Shares and despatch to CDP the relevant share
certificates by ordinary post or such other mode as the Committee may deem fit.
11.2 Shares which are the subject of an Award shall be issued in the name of CDP to the credit of the securities
account of that Participant maintained with CDP, the securities sub-account maintained with a Depository Agent
or the CPF investment account maintained with a CPF agent bank.
11.3 Shares delivered upon the vesting of an Award shall be subject to all the provisions of the Memorandum and
Articles of Association of the Company, and shall rank in full for all entitlements, excluding dividends or other
distributions declared or recommended in respect of the then existing Shares, the Record Date for which falls
on or before the relevant vesting date of the Award, and shall in all other respects rank
pari passu
with other
existing Shares then in issue. “Record Date” means the date fixed by the Company for the purposes of determining
entitlements to dividends or other distributions to or rights of holders of Shares.
11.4 The Company shall keep available sufficient treasury shares and/or issue sufficient new Shares to satisfy the
delivery of the Shares pursuant to vesting of the Awards.
12.
Variation of capital
12.1 If a variation in the issued ordinary share capital of the Company (whether by way of a capitalisation of profits
or reserves or rights issue, distribution or otherwise) shall take place, then:
(a)
the class and/or number of Shares which are the subject of an Award to the extent not yet vested; and/or
(b)
the class and/or number of Shares over which future Awards may be granted under the Scheme,
shall be adjusted by the Committee to give each Participant the same proportion of the equity capital of the
Company as that to which he was previously entitled and, in doing so, the Committee shall determine at its own
discretion the manner in which such adjustment shall be made.
12.2 Unless the Committee considers an adjustment to be appropriate:
(a)
the issue of securities as consideration for an acquisition or a private placement of securities; or
(b)
the cancellation of issued Shares purchased or acquired by the Company by way of a market purchase
of such Shares undertaken by the Company on the SGX-ST during the period when a share purchase
mandate granted by Shareholders of the Company (including any renewal of such mandate) is in force,
shall not normally be regarded as a circumstance requiring adjustment.
letter to
shareholders
• e x p e r i e n c i n g
k i n g s m e n
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