Singapore Press Holdings annual report 2011 Singapore Press ...

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188 Singapore Press Holdings annual report 2011 Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E) EXPLANATORY NOTES & STATEMENT PURSUANT TO ARTICLE 72 OF THE COMPANY’S ARTICLES OF ASSOCIATION 1. In relation to Ordinary Resolution No. 3(i): • Cham Tao Soon will, upon re-appointment, continue as Deputy Chairman, Chairman of the Nominating Committee and a member of the Executive Committee. He will step down as Acting Chairman and as a member of the Remuneration Committee after the conclusion of the Twenty-Seventh Annual General Meeting. He is considered an independent Director. 2. In relation to Ordinary Resolution No. 3(ii): • Ngiam Tong Dow will, upon re-appointment, continue as Chairman of the Remuneration Committee. He is considered an independent Director. 3. In relation to Ordinary Resolution No. 4(i): • Willie Cheng Jue Hiang will, upon re-election, continue as a member of the Audit Committee and Remuneration Committee. He is considered an independent Director. 4. In relation to Ordinary Resolution No. 4(ii): • Sum Soon Lim will, upon re-election, continue as a member of the Executive Committee. He is considered an independent Director. 5. In relation to Ordinary Resolution No. 4(iii): • Yeo Ning Hong will, upon re-election, continue as Chairman of the Audit Committee and a member of the Executive Committee. He is considered an independent Director. 6. In relation to Ordinary Resolution No. 5: • Lee Boon Yang will, upon re-election, continue as a member of the Executive Committee, Nominating Committee and Remuneration Committee. He will be appointed Chairman of the Board and Chairman of the Executive Committee after the conclusion of the Twenty-Seventh Annual General Meeting. He is considered an independent Director. 7. Ordinary Resolution No 6, if passed, will facilitate the payment of Directors’ fees during the financial year in which the fees are incurred, that is, during the financial year from 1 September 2011 to 31 August 2012. The amount of Directors’ fees is computed based on the anticipated number of Board and Board Committee meetings, assuming full attendance by all the Directors. The amount also includes a contingency sum to cater to unforeseen circumstances such as the appointment of an additional Director, additional unscheduled Board meetings and for the formation of additional Board Committees.
Notice of ANNUAL GENERAL MEETINg SINGAPORE PRESS HOLDINGS LIMITED (Co Regn No: 198402868E) 189 8 The effects of the resolutions under the heading “Special Business” in the Notice of the Twenty-Seventh Annual General Meeting are: (a) (b) (c) Ordinary Resolution No. 9(i) is to authorise the Directors of the Company from the date of that meeting until the next Annual General Meeting, subject to the provisions of the Newspaper and Printing Presses Act, Chapter 206 of Singapore, to issue shares in the capital of the Company and/or to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total 50 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 10 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company may be issued other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time that Ordinary Resolution No. 9(i) is passed, after adjusting for (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 that Ordinary Resolution 9(i) is passed, and (ii) any subsequent bonus issue, consolidation or sub-division of shares. For the avoidance of doubt, any consolidation or sub-division of shares in the capital of the Company will require shareholders’ approval. Ordinary Resolution No. 9(ii) is to empower the directors to offer and grant awards, and to allot and issue new ordinary shares in the capital of the Company, pursuant to the SPH Performance Share Plan (which was approved by shareholders at the Extraordinary General Meeting held on 5 December 2006), provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with the existing ordinary shares (including ordinary shares held in treasury) delivered and/or to be delivered, pursuant to the Singapore Press Holdings Group (1999) Share Option Scheme and the SPH Performance Share Plan, shall not exceed 10 per cent. of the total number of issued ordinary shares in the capital of the Company (excluding ordinary shares held in treasury) from time to time. Ordinary Resolution No. 9(iii) is to renew the mandate to permit the Company to purchase or acquire issued ordinary shares in the capital of the Company on the terms and subject to the conditions of the Resolution. The Company may use internal sources of funds, or a combination of internal resources and external borrowings, to finance the purchase or acquisition of its ordinary shares. The amount of funding required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of ordinary shares purchased or acquired and the price at which such ordinary shares were purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled. The financial effects of the purchase or acquisition of such ordinary shares by the Company pursuant to the proposed Share Buy Back Mandate on the audited financial statements of the Company and its subsidiaries for the financial year ended 31 August 2011, based on certain assumptions, are set out in paragraph 2.6 of the Letter to Shareholders dated 2 November 2011, which is enclosed together with the Summary Financial Report.
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BUILDING ON OUR STRENGTHS Singapore
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OUR MISSION To Inform, Educate & En
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STRENGTH in depth Our decades of ex
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STRENGTH in mobility Transcending l
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Group financial HIGHLIGHTS for the
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Businesses and products UNDER THE S
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15 I am pleased to report that the
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17 SPH is proud to have been honour
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19 Dr Tan is a Singapore Government
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21 Ms Chong, a licensed valuer, gra
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Corporate INFORMATION 23 Executive
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25 Tony Mallek Han Fook Kwang Goh S
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27 Han Fook Kwang Editor, The Strai
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29 Sng Ngoi May Executive Director,
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31 Despite an uncertain economic cl
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34 Singapore Press Holdings annual
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39 Paragon Food & Beverage Fair 201
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41 DECEMBER 2010 Paragon’s Interi
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43 15 MAY 2011 Shape Singapore laun
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45 SPH & SPH Foundation Charity Giv
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47 President’s Challenge - “Tho
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Corporate social responsibility - S
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Environmental SUSTAINABILITY 51 SPH
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53 SPH Family Day Yoga class for st
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55 Singapore HR Awards 2011 Preside
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57 Asian Publishing Awards 2011 17.
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59 Board attendance The Board meets
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61 Access to information Principle
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63 Remuneration of Executives The B
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65 A webcast of the half-year and f
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67 Mr Willie Cheng Jue Hiang Curren
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Risk MANAGEMENT 69 SPH has put in p
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Daily average NEWSPAPERS CIRCULATIO
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73 After-Tax Profit (S$’m) Return
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Value added STATEMENT for the finan
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77 Investor Relations Calendar 1st
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79 Recurring Earnings @ and Dividen
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Directors’ Report for the financi
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Consolidated Income Statement for t
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Consolidated Statement of Changes i
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Notes to the Financial StatementS A
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