Singapore Press Holdings annual report 2011 Singapore Press ...

Notice of
ANNUAL GENERAL MEETINg
SINGAPORE PRESS HOLDINGS LIMITED
(Co Regn No: 198402868E)
185
NOTICE IS HEREBY GIVEN that the Twenty-Seventh Annual General Meeting of the Company will be held at
The Auditorium, 1000 Toa Payoh North, News Centre, 1st Storey, Annexe Block, Singapore 318994 on Thursday,
December 1, 2011 at 10.30 a.m. for the following business:
Ordinary Business
1. To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended
August 31, 2011.
2. To declare a final dividend of 9 cents and a special dividend of 8 cents, on a tax-exempt (one-tier) basis,
in respect of the financial year ended August 31, 2011.
3. (i) To re-appoint Cham Tao Soon as a Director of the Company, pursuant to Section 153(6) of the
Companies Act, Chapter 50 of Singapore (the “Companies Act”), to hold such office from the date
of this Annual General Meeting until the next Annual General Meeting of the Company.
(ii)
To re-appoint Ngiam Tong Dow as a Director of the Company, pursuant to Section 153(6) of the
Companies Act, to hold such office from the date of this Annual General Meeting until the next
Annual General Meeting of the Company.
4. To re-elect the following Directors who are retiring by rotation in accordance with Articles 111 and 112 of
the Company’s Articles of Association, and who, being eligible, offer themselves for re-election:
(i)
(ii)
(iii)
Willie Cheng Jue Hiang
Sum Soon Lim
Yeo Ning Hong
5. To re-elect Lee Boon Yang who will cease to hold office in accordance with Article 115 of the Company’s
Articles of Association, and who, being eligible, offers himself for re-election.
6. To approve Directors’ fees of up to S$1,350,000 for the financial year ending 31 August 2012
(2011: up to S$1,300,000).
7. To appoint Auditors and to authorise the Directors to fix their remuneration.
8. To transact any other business of an Annual General Meeting.
Special Business
9. To consider and, if thought fit, to pass, with or without modifications, the following resolutions which will be
proposed as Ordinary Resolutions:
(i)
“That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the
Singapore Exchange Securities Trading Limited (the “SGX-ST”), and subject to the provisions of the
Newspaper and Printing Presses Act, Chapter 206, authority be and is hereby given to the Directors
of the Company to:
(a) (i) issue shares in the capital of the Company 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) 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 may in their absolute discretion deem fit; and
(b)
(notwithstanding that the authority conferred by this Resolution may have ceased to be in
force) issue shares in pursuance of any Instrument made or granted by the Directors while
this Resolution is in force,