FRONTLINE COVER FA 070606 CR2.indd

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96 frontline technologies corporation ltd annual report 2006 > explanatory notes to notice of annual general meeting (“notice”) 1. Definitions and Interpretation For the purpose of this Notice, the following definitions have, where appropriate, been used: “2002 Circular” The Company’s circular to Shareholders dated 13 August 2002 regarding inter alia the Shares Purchase Mandate. “2002 EGM” The extraordinary general meeting of Frontline held on 27 August 2002. “2005 AGM” The annual general meeting of Frontline held on 12 August 2005. “Shares Purchase Mandate” “AGM” “Act” or “Companies Act” “Board” “CDP” “Company” or “Frontline” “Council” or “SIC” “Directors” The mandate for Frontline to purchase or otherwise acquire its Shares. Annual General Meeting of the Company. Companies Act (Cap.50) of Singapore. The board of the directors of the Company. The Central Depository (Pte) Limited. Frontline Technologies Corporation Ltd. The Securities Industry Council. Directors of the Company as at the date of this Notice. “Frontline Technologies The share option scheme adopted at an Extraordinary General Meeting of the Corporation Ltd Share Company on 19 September 2000. Option Scheme 2000” “Group” “Latest Practicable Date” “Market Day” “Market Purchases” “Maximum Price” “month” The Company and its subsidiaries. 28 June 2006, being the latest practicable date prior to the printing of this Notice. A day on which the SGX-ST is open for trading in securities. Market acquisitions of Shares on the SGX-ST undertaken by the Company during the Relevant Period in accordance with the Act and, a “Market Purchase” shall be construed accordingly. For the purposes of this definition, a market acquisition means a purchase transacted through the Central Limit Order Book trading system. The maximum price at which (i) the Shares can be purchased pursuant to the Shares Purchase Mandate (ii) deemed to be adjusted for any corporate action that occurs after the relevant 5-day period; and in the case of an Off-Market Purchase, immediately preceding the date of offer by the Company, as the case may be. Calendar month.
frontline technologies corporation ltd annual report 2006 97 > explanatory notes to notice of annual general meeting (“notice”) “Listing Manual” “NTA” Off-Market Purchases” “Offeree Shareholders” “Relevant Period” “Required Price” “Securities Account” “SGX-ST” “Shares” “Shareholders” “Shares Issue Mandate” “Shares Purchases” The listing manual of the SGX-ST, which became effective on 1 July 20 including any amendments made thereto up to the date of this Notice. Net tangible assets. Off-market acquisitions of Shares undertaken by the Company during the Relevant Period in accordance with an equal access scheme as defined in Section 76C(6) of the Act by issuing an offer document to all shareholders in compliance with rule 885 of the Listing Manual. Shareholders holding Shares at the time of an offer of Shares Purchase, and an “Offeree Shareholder” shall be construed accordingly. The period commencing from the date the Shares Purchase Mandate is conferred by the Company in general meeting at this AGM and expiring on the earlier of the date the next annual general meeting of the Company is held or is required by law to be held, or the date the said mandate is revoked or varied by the Company in general meeting. In relation to the offer required to be made under the provisions of Rule 14.1 of the alternative at a price in accordance with Rule 14.3 which is the highest of the highest price paid by the offerers and/or person(s) acting in concert with them for the Company’s Shares (i) during the offer period and within the preceding 6 months, (ii) acquired through the exercise of instruments convertible into securities which carry voting rights within 6 months of the offer and during the offer period, or (iii) acquired through the exercise of rights to subscribe for, and options in respect of, securities which carry voting rights within 6 months of the offer or during the offer period; or at such price as determined by Council under 14.3 of the Take-over Code. A securities account maintained by a depositor with CDP but does not include a securities sub-account. Singapore Exchange Securities Trading Limited. Ordinary shares in the capital of the Company. Persons who are registered as holders of the Shares except where the registered holder is CDP, in which case the term “Shareholders” shall in relation to such Shares mean the Depositors whose securities accounts with CDP are credited with the Shares. The mandate to empower the Directors to issue Shares in the terms set out in Ordinary Resolution 8 and below. Off-Market Purchases or Market Purchases undertaken by the Company during the Relevant Period in accordance with the Act and, a “Shares Purchase” shall be construed accordingly.
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FRONTLINE COVER FA 070606 CR2.indd

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