Fraser and Neave Limited - Notice Of Annual General Meeting
Fraser and Neave, Limited
(Company Registration No. 189800001R)
(Incorporated in the Republic of Singapore)
NOTICE OF ANNUAL GENERAL
MEETING
Date :
Thursday 26 January 2006
Place : Level 2,
Alexandra Point, 438 Alexandra Road, Singapore 119958
NOTICE IS HEREBY
GIVEN that the 107th Annual General Meeting of FRASER AND NEAVE, LIMITED will be
held at Level, 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on
Thursday 26 January 2006 at 10.00am for the following purposes:-
ROUTINE
BUSINESS
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1.
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To
receive and adopt the report of the directors and audited financial statements
for the year ended 30 September 2005.
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To approve a final dividend of 35 cents per share, being after deduction of Singapore tax, in respect of the year ended 30 September 2005. |
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3. |
To
pass the following resolutions in respect of appointment of Directors:-
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(a)
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"That
pursuant to Section 153(6) of the Companies Act, Cap.50, Dr Michael Fam be and
is hereby re-appointed as a Director of the Company to hold such office until
the next Annual General Meeting of the Company." Subject to his
re-appointment, Dr Fam will be re-appointed as Chairman of the Executive
Committee and a Member of the Nominating Committee.
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(b)
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"That
pursuant to Section 153(6) of the Companies Act, Cap.50, Mr Lee Ek Tieng be and
is hereby re-appointed as a Director of the Company to hold such office until
the next Annual General Meeting of the Company." Subject to his
re-appointment, Mr Lee who is considered an independent director, will be
re-appointed as Chairman of the Audit Committee and a Member of the Remuneration
Committee.
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(c)
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"That
Dr Lee Tih Shih, who retires by rotation, be and is hereby re-appointed as a
Director of the Company." Subject to his re-appointment, Dr Lee will be
re-appointed as a Member of the Nominating Committee.
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(d)
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"That
Dr Han Cheng Fong, who retires by rotation, be and is hereby re-appointed as a
Director of the Company."
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(e)
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"That
Mr Anthony Cheong Fook Seng, who was appointed during the year, be and is hereby
re-appointed as a Director of the Company."
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4.
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To
approve directors’ fees of $980,000 payable by the Company for the year
ending 30 September 2006 (last year: $547,000).
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5.
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To
re-appoint auditors for the ensuing year and authorise the Directors to fix
their remuneration. SPECIAL BUSINESS
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6.
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To
pass the following resolutions in respect of the appointment of new Directors:
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(a)
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"That
Mr Timothy Chia Chee Ming be and is hereby appointed as a new Director of the
Company."
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(b)
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"That
Mr Koh Beng Seng be and is hereby appointed as a new Director of the Company."
Personal particulars of Messrs Chia and Koh can be found on the insert on
"Proposed Directors".
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To
consider and, if thought fit, to pass the following Ordinary Resolutions, with
or without any modifications:-
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7.
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"
That authority be and is hereby given to the Directors of the Company to:
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(a)
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(i)
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issue
shares in the capital of the Company ("shares") whether by way of rights, bonus
or otherwise; and/or
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(ii)
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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) warrants, debentures or other
instruments convertible into shares,
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at
any time and upon such terms and conditions and for such purposes and to such
persons as the Directors may in their absolute discretion deem fit; and
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(b)
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(notwithstanding
the authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instruments made or granted by the Directors while
this Resolution was in force,
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provided
that :
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(1)
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the
aggregate number of shares to be issued pursuant to this Resolution (including
shares to be issued in pursuance of Instruments made or granted pursuant to this
Resolution) does not exceed 50 per cent of the issued share capital of the
Company (as calculated in accordance with sub-paragraph (2) below), of which the
aggregate number of shares to be issued other than on a
pro
rata
basis to shareholders
of the Company (including shares to be issued in pursuance of Instruments made
or granted pursuant to this Resolution) does not exceed 20 per cent of the
issued share capital of the Company (as calculated in accordance with
sub-paragraph (2) below);
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(2) |
(subject
to such manner of calculation as may be prescribed by the Singapore Exchange
Securities Trading Limited ("SGX-ST")) for the purpose of determining
the aggregate number of shares that may be issued under sub-paragraph (1) above,
the percentage of issued share capital shall be based on the issued share
capital of the Company at the time this Resolution is passed, after adjusting
for:
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(i) |
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 this Resolution is passed; and
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(ii)
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any
subsequent consolidation or subdivision of shares;
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(3)
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in
exercising the authority conferred by this Resolution, the Company shall comply
with the provisions of the Listing Manual of the SGX-ST for the time being in
force (unless such compliance has been waived by the SGX-ST) and the Articles of
Association for the time being of the Company; and
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(4)
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(unless
revoked or varied by the Company in general meeting) the authority conferred by
this Resolution 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 of the Company is required by law to be held, whichever is the earlier.
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8.
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"That
approval be and is hereby given to the Directors to allot and issue from time to
time such number of shares in the capital of the Company as may be required to
be issued pursuant to the exercise of options under the Fraser and Neave,
Limited Executives’ Share Option Scheme."
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9.
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"That
approval be and is hereby given to the Directors to offer and grant options in
accordance with the provisions of the Fraser and Neave Limited,
Executives’ Share Option Scheme 1999 ("the 1999 Scheme") and to
allot and issue such shares as may be issued pursuant to the exercise of options
under the 1999 Scheme, provided always that the aggregate number of shares to be
issued pursuant to the 1999 Scheme shall not exceed 15 per cent. of the issued
share capital of the Company from time to time."
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OTHER
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10.
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To
transact any other business which may properly be brought forward.
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By
Order of the Board
Anthony
Cheong Fook Seng
Group Company
Secretary
Singapore, 3 January
2006
A member of the
Company entitled to attend the meeting and vote is entitled to appoint a proxy
to attend and vote instead of him; a proxy need not be a member of the Company.
The instrument appointing a proxy (a form is enclosed) must be deposited with
the Company Secretary at the registered office not less than 48 hours before the
time appointed for holding the
meeting.
STATEMENT
PURSUANT TO ARTICLE 64 OF THE COMPANY'S ARTICLES OF ASSOCIATION
The effects of
the resolutions under the heading "Special Business" in the Notice of the
forthcoming Annual General Meeting are:
(i) Ordinary Resolution No. 6 - New directors, if elected, will contribute their particular skills and expertise to further enhance the workings of the Board.
(ii) Ordinary Resolution No. 7 is to allow the Directors of the Company from the date of that meeting until the next Annual General Meeting to issue, or agree to issue shares and/or grant instruments that might require shares to be issued, up to an amount not exceeding 50 per cent of the issued share capital of the Company (calculated as described) of which the total number of shares to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20 per cent of the share capital of the Company (calculated as described).
(iii) Ordinary Resolution No. 8 is to authorise the Directors to allot and issue from time to time such number of ordinary shares in the capital of the Company as may be required to be issued pursuant to the exercise of such options under the Fraser
and Neave, Limited Executives' Share Option Scheme.
(iv) Ordinary Resolution No. 9 is to authorise the Directors to offer and grant options in accordance with the provisions of the Fraser and Neave, Limited Executives' Share Option Scheme 1999 (the "1999 Scheme") and to allot and issue such shares as may be issued pursuant to the exercise of options under the 1999 Scheme up to an amount not exceeding 15 per cent of the issued share capital of the Company from time to time.
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2006 
