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notes to the financial statements - Food Empire Holdings Limited

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NOTICE OF ANNUAL GENERAL MEETING<br />

NOTICE IS HEREBY GIVEN that <strong>the</strong> Annual General Meeting of <strong>Food</strong> <strong>Empire</strong> <strong>Holdings</strong> <strong>Limited</strong> (“<strong>the</strong> Company”) will be held at Marina<br />

Mandarin Hotel, Vanda Ballroom Level 5, 6 Raffles Boulevard, Marina Square, Singapore 039594 on Tuesday, 23 April 2013 at 3.00 p.m.<br />

for <strong>the</strong> following purposes:<br />

AS ORDINARY BUSINESS<br />

1. To receive and adopt <strong>the</strong> Direc<strong>to</strong>rs’ Report and <strong>the</strong> Audited Financial Statements of <strong>the</strong> Company for <strong>the</strong> year ended 31 December<br />

2012 <strong>to</strong>ge<strong>the</strong>r with <strong>the</strong> Audi<strong>to</strong>rs’ Report <strong>the</strong>reon.<br />

(Resolution 1)<br />

2. To declare a first and final dividend of 1.231 Singapore cents per ordinary share (one-tier tax exempt) for <strong>the</strong> year ended 31<br />

December 2012 (2011: A first and final dividend of 1.052 Singapore cents per ordinary share (one-tier tax exempt)).<br />

(Resolution 2)<br />

3. To re-elect <strong>the</strong> following Direc<strong>to</strong>rs of <strong>the</strong> Company retiring pursuant <strong>to</strong> Article 115 of <strong>the</strong> Articles of Association of <strong>the</strong> Company:<br />

Mr. Lew Syn Pau (Resolution 3)<br />

Mr. Ong Kian Min (Resolution 4)<br />

Mr. Sudeep Nair (Resolution 5)<br />

Mr. Lew Syn Pau will, upon re-election as a Direc<strong>to</strong>r of <strong>the</strong> Company, remain as Chairman of Nominating and Remuneration<br />

Committees and a member of <strong>the</strong> Audit Committee and will be considered independent.<br />

Mr. Ong Kian Min will, upon re-election as a Direc<strong>to</strong>r of <strong>the</strong> Company, remain as Chairman of <strong>the</strong> Audit Committee and a member<br />

of <strong>the</strong> Nominating and Remuneration Committees and will be considered independent.<br />

4. To re-appoint Mr. Boon Yoon Chiang, a Direc<strong>to</strong>r of <strong>the</strong> Company retiring under Section 153(6) of <strong>the</strong> Companies Act, Cap. 50, <strong>to</strong><br />

hold office from <strong>the</strong> date of this Annual General Meeting until <strong>the</strong> next Annual General Meeting of <strong>the</strong> Company.<br />

[See Explana<strong>to</strong>ry Note (i)]<br />

Mr. Boon Yoon Chiang will, upon re-appointment as a Direc<strong>to</strong>r of <strong>the</strong> Company, remain as member of <strong>the</strong> Audit, Nominating and<br />

Remuneration Committees and will be considered independent.<br />

(Resolution 6)<br />

5. To approve <strong>the</strong> payment of Direc<strong>to</strong>rs’ fees of S$333,000 for <strong>the</strong> year ended 31 December 2012 (2011: S$306,000).<br />

(Resolution 7)<br />

6. To re-appoint Ernst & Young LLP as <strong>the</strong> Audi<strong>to</strong>rs of <strong>the</strong> Company and <strong>to</strong> authorise <strong>the</strong> Direc<strong>to</strong>rs of <strong>the</strong> Company <strong>to</strong> fix <strong>the</strong>ir<br />

remuneration.<br />

(Resolution 8)<br />

7. To transact any o<strong>the</strong>r ordinary business which may properly be transacted at an Annual General Meeting.<br />

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