SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

NOTICE OF FIRST ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of the Company will be held at 9 Pandan Road,
Singapore 609257 on 29 April 2005 at 9.00 a.m. for the purpose of transacting the following businesses:-
ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and the Audited Accounts for the period from 29
January 2004 to 31 December 2004 together with the Auditors’ Report thereon.
2. To consider and if thought fit, to pass the following resolution:
(a) That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr Yeo Chong Lin be
and is hereby re-appointed as a Director of the Company to hold such office until the
next Annual General Meeting.
3. To re-elect Mr Alex Yeo Kian Teong, a Director retiring pursuant to Article 87 of the Company’s
Articles of Association. [(See explanatory note (a)]
Resolution 1
Resolution 2
Resolution 3
4. To re-elect the following directors retiring pursuant to Article 94 of the Company’s Articles of
Association:
(i)
(ii)
(iii)
Mr Rohan Kamis [(See explanatory note (b)]
Dr Chiang Hai Ding [(See explanatory note (c)])
Mr Phillip Chan Yee Foo [(See explanatory note (d)])
Resolution 4
Resolution 5
Resolution 6
5. To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directors to fix
their remuneration.
Resolution 7
6. To transact any other business of the Company which may properly be transacted at an Annual
General Meeting.
SPECIAL BUSINESS
To consider and, if thought fit, to pass, with or without modifications, the following Ordinary Resolutions:
7. “To approve Directors’ fees of S$98,000 for the period from 29 January 2004 to 31 December
2004.”[see explanatory note (e)]
8. “That pursuant to Section 161 of the Companies Act, Chapter 50 and the listing rules of the
Singapore Exchange Securities Trading Limited, the Directors be and are hereby authorised
to allot and issue shares and/or convertible securities in the Company (whether by way of
bonus issue, rights issue or otherwise) at any time and upon such terms and conditions and for
such purposes and to such persons as the Directors may, in their absolute discretion, deem fit
provided that:
Resolution 8
Resolution 9
(i)
(ii)
the aggregate number of shares and/or convertible securities to be issued pursuant to
this Resolution does not exceed 50% of the issued share capital of the Company, of
which the aggregate number of shares and/or convertible securities to be issued other
than on a pro-rata basis to existing shareholders of the Company does not exceed 20%
of the Company’s issued share capital;
for the purpose of determining the aggregate number of shares and/or convertible
securities that may be issued under (i) above, the percentage of issued share capital
shall be based on the issued share capital of the Company at the time this Resolution is
passed, after adjusting for
a) new shares arising from the conversion or exercise of any convertible securities
or employee share options or vesting of share awards that are outstanding or
subsisting at the time this Resolution is passed; and
(b) any subsequent consolidation or subdivision of shares; and
SWISSCO INTERNATIONAL LIMITED_54