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notes to the financial statements - Far East Orchard Limited

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NOTICE OF ANNUAL GENERAL MEETING<br />

Notes:<br />

1. A member of <strong>the</strong> Company entitled <strong>to</strong> attend and vote at <strong>the</strong> above meeting is entitled <strong>to</strong> appoint one or<br />

two proxies <strong>to</strong> attend and vote in his/her stead. A proxy need not be a member of <strong>the</strong> Company and where<br />

<strong>the</strong>re is more than one proxy, <strong>the</strong> proportion (expressed as a percentage of <strong>the</strong> whole) of his shareholding <strong>to</strong> be<br />

represented by each proxy must be stated.<br />

2. If a proxy is <strong>to</strong> be appointed, <strong>the</strong> form must be deposited at <strong>the</strong> Registered Office of <strong>the</strong> Company at 14 Scotts<br />

Road #06-01, <strong>Far</strong> <strong>East</strong> Plaza, Singapore 228213 not less than 48 hours before <strong>the</strong> meeting.<br />

Note <strong>to</strong> Ordinary Resolutions 4 and 5<br />

Mr. Cheng Hong Kok, if elected, will continue <strong>to</strong> serve as an independent member of <strong>the</strong> Remuneration Committee<br />

and as Chairman of <strong>the</strong> Audit Committee.<br />

Mr. Lucas Chow Wing Keung, if elected, will continue <strong>to</strong> serve as an independent member of <strong>the</strong> Audit Committee and<br />

as Chairman of <strong>the</strong> Remuneration Committee.<br />

Note <strong>to</strong> Agenda Item 7<br />

Mr. Albert Goh, a Direc<strong>to</strong>r who is over 70 years of age, has informed <strong>the</strong> Company that due <strong>to</strong> health reasons, he would<br />

not seek re-appointment at this annual general meeting under Section 153(6) of <strong>the</strong> Companies Act, Chapter 50.<br />

Explana<strong>to</strong>ry Note on Special Business <strong>to</strong> be Transacted<br />

Ordinary Resolution 8<br />

Resolution 8, if passed, will empower <strong>the</strong> Direc<strong>to</strong>rs <strong>to</strong> issue Shares in <strong>the</strong> capital of <strong>the</strong> Company, and/or Instruments<br />

(as defined above). The aggregate number of Shares <strong>to</strong> be issued pursuant <strong>to</strong> this Resolution (including Shares <strong>to</strong> be<br />

issued in pursuance of Instruments made or granted pursuant <strong>to</strong> Resolution 8 but excluding Shares which may be issued<br />

pursuant <strong>to</strong> any adjustments effected under any relevant Instrument) shall not exceed 50 per cent. of <strong>the</strong> <strong>to</strong>tal number<br />

of issued Shares excluding any treasury shares, with a sub-limit of 20 per cent. for Shares issued o<strong>the</strong>r than on a pro rata<br />

basis (including Shares <strong>to</strong> be issued in pursuance of Instruments made or granted pursuant <strong>to</strong> Resolution 8 but excluding<br />

Shares which may be issued pursuant <strong>to</strong> any adjustments effected under any relevant Instrument) <strong>to</strong> shareholders.<br />

For <strong>the</strong> purpose of determining <strong>the</strong> aggregate number of Shares excluding treasury shares that may be issued, <strong>the</strong><br />

<strong>to</strong>tal number of issued Shares excluding treasury shares will be calculated based on <strong>the</strong> <strong>to</strong>tal number of issued Shares<br />

excluding treasury shares as at <strong>the</strong> time of <strong>the</strong> passing of Resolution 8 after adjusting for:<br />

(a) new shares arising from <strong>the</strong> conversion or exercise of convertible securities;<br />

(b) new shares arising from <strong>the</strong> exercise of share options or vesting of share awards which are outstanding or subsisting<br />

at <strong>the</strong> time Resolution 8 is passed; and<br />

(c) any subsequent bonus issue, consolidation or subdivision of Shares.<br />

This calculation is in accordance with Rule 806(3) of <strong>the</strong> Listing Manual of <strong>the</strong> SGX-ST. The authority will continue in<br />

force until <strong>the</strong> next annual general meeting of <strong>the</strong> Company, or <strong>the</strong> date by which <strong>the</strong> next annual general meeting<br />

of <strong>the</strong> Company is required by law <strong>to</strong> be held, whichever is <strong>the</strong> earlier, unless previously revoked or varied at a general<br />

meeting.<br />

ORCHARD PARADE HOLDINGS LIMITED ANNUAL REPORT 2008 89

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