Strength & Stability - ECS Holdings Limited

(ii)
Resolution 6(b), if passed, will authorise the Directors to issue new shares in pursuance of the share issue mandate granted under
Resolution 6(a), to subscribers or placees, on a non pro rata basis, at a discount of not more than 20% to the weighted average price
for trades done on the SGX-ST for the full market day on which the placement or subscription agreement is signed.
The maximum discount of 20% is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which, inter alia, introduced
further measures to accelerate and facilitate the fund raising efforts of listed issuers.
(iii) Resolution 6(c), if passed, will authorise the Directors to offer and grant options and to allot and issue shares pursuant to the ECS Share
Option Scheme II, provided that the aggregate number of shares issued pursuant to the ECS Share Option Scheme II shall not exceed
fifteen (15) per cent of the total number of issued shares in the capital of the Company from time to time.
(iv) Resolutions 6(d) and 6(e), if passed, will authorise the Company, its subsidiaries and associated companies, from the date of the annual
general meeting until the conclusion of the next annual general meeting, to enter into interested person transactions with certain
interested persons of the Company, its subsidiaries and/or associated companies. Each of such mandates shall, unless revoked or varied
by the Company in general meeting, continue in force until the next annual general meeting of the Company. For further details on
the interested person transactions and interested persons referred to, please see the appendices Appendix A to this Notice.
(v)
Resolution 6(f), if passed, will renew effective up to the next annual general meeting (unless earlier revoked or varied by the Company
in general meeting) the Share Buy-back Mandate for the Company to purchase or acquire its ordinary shares. The amount of financing
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 the Notice of Annual General Meeting 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. For further details on the Share Buyback Mandate,
please see Appendix B to this Notice.
Proxies :
A member entitled to attend and vote at the annual general meeting may appoint not more than two proxies to attend and vote on his behalf
and where a member appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be
specified in the form of proxy. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at
the office of the Company’s Share Registrar, M & C Services Private Limited, 138 Robinson Road #17-00, The Corporate Office, Singapore
068906, not less than forty-eight hours before the time set for the holding of the annual general meeting.
NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATE
NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 9
May 2009, for the purpose of determining the members’ entitlements to the dividend to be proposed at the Annual General Meeting
of the Company to be held on 30 April 2009. Duly completed registrable transfers in respect of shares in the Company received up to
the close of business at 5.00 p.m. on 8 May 2009 by the Company’s Share Registrar, M & C Services Private Limited, will be registered
to determine members’ entitlements to such dividend. Members whose securities accounts with The Central Depository (Pte) Ltd are
credited with shares in the Company as at 5.00 p.m. on 8 May 2009 will be entitled to such proposed dividend.
The proposed dividend, if approved at the Annual General Meeting, will be paid on 22 May 2009.
Notice of Annual
General Meeting
Annual Report 2008
p.
105