Raffles Insitutep Xpo - Raffles Medical Group

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ANNUAL REPORT 2004 p73 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 16th Annual General Meeting of the Company will be held at 585 North Bridge Road, Raffles Hospital #11-00, Singapore 188770 on Friday, 22 April 2005 at 3.00 pm to transact the following business: AS ORDINARY BUSINESS 1. To receive and adopt the Directors’ Report and Accounts and the Auditors’ Report thereon for the year ended 31 December 2004. (Resolution 1) 2. To approve the payment of a first and final dividend of 15% less tax for the year ended 31 December 2004. (Resolution 2) 3. To approve the payment of a special dividend of 10% less tax for the year ended 31 December 2004. (Resolution 3) 4. To approve Directors’ fees ($110,000) for the year ended 31 December 2004 (2003: $110,000). (Resolution 4) 5. To re-elect the following Director who is retiring under Article 97 of the Articles of Association of the Company: 5.1 Associate Professor Wee Beng Geok Subject to her re-election, Associate Professor Wee Beng Geok who is an Independent Director for the purpose of Clause 704 (8) of the Listing Manual of the Singapore Exchange Securities Trading Limited will be reappointed as a Member of the Audit Committee and Nomination & Compensation Committee. (Resolution 5) 6. To re-appoint KPMG as Auditors and authorise Directors to fix their remuneration. (Resolution 6) AS SPECIAL BUSINESS 7. Authority to issue new shares and convertible securities. That pursuant to Section 161 of the Companies Act, and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors to allot and issue shares and convertible securities in the Company (whether by way of rights, bonus, options or otherwise), 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 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: PROVIDED THAT: a) the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50% of the issued share capital of the Company (as calculated in accordance with sub-paragraph (b) below), of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to shareholders of the Company (the
RAFFLES MEDICAL GROUP p74 NOTICE OF ANNUAL GENERAL MEETING (CONT’D) “Shareholders”) does not exceed 20% of the issued share capital of the Company (as calculated in accordance with sub-paragraph (b) below); and b) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (a) above, the percentage of issued share capital is based on the issued share capital of the Company as at the date of the passing of this Resolution after adjusting for new shares arising from conversion or exercise of convertible securities, new shares arising from exercising share options or vesting of share awards outstanding or subsisting as at the date of the passing of this Resolution, and any subsequent consolidation or subdivision of shares. (Resolution 7) 8. The Directors of the Company be and are hereby authorised to offer and grant options in accordance with the provisions of the Raffles Medical Group (2000) Share Option Scheme (the “Scheme”) and 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 such options under the Scheme, provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 15 percent of the total issued share capital of the Company from time to time. (Resolution 8) 9. To transact any other business which may be properly transacted at an Annual General Meeting. NOTICE IS ALSO HEREBY GIVEN that the Transfer Books and Register of Members of the Company will be closed on 28 April 2005, for the preparation of dividend warrants. Duly completed transfers received by the Company’s Registrar, M&C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Office, Singapore 068906, up to the close of business at 5.00 p.m. on 27 April 2005 be registered to determine shareholders’ entitlement to the proposed dividend. The proposed first and final dividend and the special dividend if approved at the Annual General Meeting will be paid on 12 May 2005. BY ORDER OF THE BOARD Moiz Tyebally Company Secretary Singapore, 25 March 2005 Notes: An ordinary shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and to vote in his stead. An ordinary shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the Company’s Office at 585 North Bridge Road, Raffles Hospital #11-00, Singapore 188770, at least 48 hours before the time for holding the Meeting.
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CONTENTS 21 CORPORATE GOVERNANCE 29
Page 3 and 4: RAFFLES MEDICAL GROUP p22 CORPORATE
Page 11 and 12: RAFFLES MEDICAL GROUP p30 DIRECTORS
Page 17 and 18: RAFFLES MEDICAL GROUP p36 STATEMENT
Page 19 and 20: RAFFLES MEDICAL GROUP p38 BALANCE S
Page 21 and 22: RAFFLES MEDICAL GROUP p40 Exchange
Page 23 and 24: RAFFLES MEDICAL GROUP p42 NOTES TO
Page 53: RAFFLES MEDICAL GROUP p72 SHAREHOLD
Page 57: Fold this Flap For Sealing Please A
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Raffles Insitutep Xpo - Raffles Medical Group

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