Annual Report 2011 - Food Junction

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96 Statistics of Shareholdings As at 8 March 2012 10 By virtue of Section 7 of the Companies Act (Cap. 50), Goldmax Pacific Limited ("Goldmax") is deemed to have an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 11 By virtue of Section 7 of the Companies Act (Cap. 50), Pantogon Holdings Pte Ltd ("Pantogon") is deemed to have an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. Pantogon has an interest of 28.778% in APGL. Pantogon is a wholly-owned subsidiary of Goldmax, which is in turn a wholly-owned subsidiary of Win Joyce. 12 By virtue of Section 7 of the Companies Act (Cap. 50), Mr James T. Riady is deemed to have an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 13 By virtue of Section 7 of the Companies Act (Cap. 50), Mr Stephen T. Riady is deemed to have an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic through AP Holdings and APGL. 14 By virtue of Section 7 of the Companies Act (Cap. 50), AP Holdings is deemed to have an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic. Both API and APG Strategic are wholly owned subsidiaries of AP Holdings, which is in turn a wholly-owned subsidiary of APGL. 15 By virtue of Section 7 of the Companies Act (Cap. 50), APGL is deemed to have an interest in Food Junction Holdings Limited’s shares held by API and APG Strategic. Both API and APG Strategic are wholly owned subsidiaries of AP Holdings, which is in turn a wholly-owned subsidiary of APGL. 16 Goldstream Capital Limited (“Goldstream") has an interest of 21.88% in APGL. By virtue of Section 7 of the Companies Act (Cap. 50), Goldstream is deemed to have an interest in Food Junction Holdings Limited’s shares held by APG Strategic and API through AP Holdings and APGL. 17 Bravado International Limited ("Bravado") has an interest of 70% in Goldstream. By virtue of Section 7 of the Companies Act (Cap. 50), Bravado is deemed to have an interest in Food Junction Holdings Limited’s shares held by APG Strategic and API through AP Holdings, APGL and Goldstream. 18 Castello International Limited ("Castello") has an interest of 30% in Goldstream. By virtue of Section 7 of the Companies Act (Cap. 50), Castello is deemed to have an interest in Food Junction Holdings Limited’s shares held by APG Strategic and API through AP Holdings, APGL and Goldstream. 19 Provatas Investments Limited ("Provatas") has an interest of 50% in Castello. Castello has an interest of 30% in Goldstream. Goldstream has an interest of 21.88% in APGL. By virtue of Section 7 of the Companies Act (Cap. 50), Provatas is deemed to have an interest in Food Junction Holdings Limited’s shares held by APG Strategic and API through AP Holdings, APGL and Castello. 20 By virtue of Section 7 of the Companies Act (Cap. 50), Oxley Capital Holdings Limited ("Oxley") is deemed to have an interest in Food Junction Holdings Limited through Provatas. Provatas has a deemed interest of 61.42%* in Food Junction Holdings Limited and is a wholly-owned subsidiary of Oxley. 21 APG Strategic is a wholly-owned subsidiary of AP Holdings which is in turn a wholly-owned subsidiary of APGL. APG Strategic's interest is registered in the name of CIMB Securities (Singapore) Pte Ltd. 22 API is a wholly-owned subsidiary of AP Holdings which is in turn a wholly-owned subsidiary of APGL. API's interest is registered in the name of DBS Vickers Securities (Singapore) Pte Ltd. * The percentage of issued shares is calculated based on the number of issued shares as at 8 March 2012, excluding any Treasury shares held at that date. Annual Report
Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of Food Junction Holdings Limited (“the Company”) will be held at Taurus Room, Level 1, Marina Mandarin Singapore, 6 Raffles Boulevard, Marina Square, Singapore 039594 on 23 April 2012 at 1 p.m. for the following purposes: AS ORDINARY BUSINESS 1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December 2011 together with the Auditors’ Report thereon. (Resolution 1) 2. To declare a final dividend of 0.25 cent per share (tax exempt one-tier) for year ended 31 December 2011 (previous year: 0.25 cents per share). (Resolution 2) 3. To re-elect the following Directors of the Company retiring pursuant to Articles 88 and 89 of the Articles of Association of the Company: Mr Christopher James Williams (Retiring under Article 89) (Resolution 3) Mr Ronald Issen (Retiring under Article 88) (Resolution 4) Mr Christopher James Williams will, upon re-election as Director of the Company, remain as member of the Audit Committee and will be considered non-independent. Mr Ronald Issen will, upon re-election as a Director of the Company, remain as a member of Audit Committee, Nominating Committee and Remuneration Committee respectively and will be considered non-independent. 4. To note the retirement of Dr Ronnie Tan Kay Poo @ Keh Poo, a Director retiring pursuant to Article 89 of the Company’s Articles of Association, who has decided not to seek for re-election. 5. To approve the payment of Directors’ fees of S$172,000.00 for the year ended 31 December 2011 (previous year: S$215,000.00) (Resolution 5) 6. To re-appoint Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the Company 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 issue shares That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“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 may 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 Instruments made or granted by the Directors of the Company while this Resolution was in force, Annual Report 97
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Annual Report 2011 - Food Junction

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