FRONTLINE COVER FA 070606 CR2.indd

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frontline technologies corporation ltd
annual report 2006
> explanatory notes to notice of annual general meeting (“notice”)
8.3 Duration of Shares Issue Mandate. The Shares Issue Mandate will take effect from the passing of the resolution approving
the Shares Issue Mandate at this AGM and will continue in force until the next AGM of the Company unless prior thereto,
issues of shares are made to the full extent permitted by the Shares Issue Mandate or the Shares Issue Mandate is
revoked or varied by the Company in general meeting. The Shares Issue Mandate, in the form proposed, is intended to
be placed before Shareholders for renewal at each subsequent AGM of the Company.
8.4 Rationale for Shares Issue Mandate. If approved, the Shares Issue Mandate will, in addition to the usual authority
to issue shares, enable the Company to make or grant Instruments during the validity period of the Shares Issue
Mandate, and to issue shares in pursuance of such Instruments subject to the specified limits. A general (as
opposed to specific) approval for the Directors to make or grant Instruments will also enable the Company to act
quickly and take advantage of market conditions. The expense and delay of otherwise having to convene general
meetings of the Company to approve the making or granting of each specific Instrument would thus be avoided.
It is for the above reasons that the Directors believe that the Shares Issue Mandate in the extended form, as
proposed, would be in the best interests of the Company and its Shareholders.
9. Directors’ Recommendations
9.1 Authority to grant options and issue shares under Frontline Technologies Corporation Ltd Share Option Scheme 2000.
The Directors are of the opinion that the proposed renewal of the Shares Purchase Mandate is in the best interests
of the Company. Accordingly, they recommend that Shareholders vote in favour of Resolution 6, being the
Ordinary Resolution relating to the proposed grant of authority to grant options and issue shares under Frontline
Technologies Corporation Ltd Share Option Scheme 2000.
9.2 Shares Purchase Mandate.
The Directors are of the opinion that the proposed renewal of the Shares Purchase Mandate is in the best interests
of the Company. Accordingly, they recommend that Shareholders vote in favour of Resolution 7, being the Ordinary
Resolution relating to the proposed Share Purchase Mandate.
9.3 Shares Issue Mandate.
The Directors are of the opinion that the proposed Shares Issue Mandate is in the best interests of the Company.
Accordingly, they recommend that Shareholders vote in favour of Resolution 8 being the Ordinary Resolution
relating to the proposed Shares Issue Mandate.
10. Directors’ Responsibility Statement
The Directors collectively and individually accept responsibility for the accuracy of the information given in this
Notice and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed in this Notice are fair and accurate and that there are no material facts the
omission of which would make any statement in this Notice misleading.