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Annual Report 2006 - Venture Corporation Limited

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notice of annual general meeting<br />

NOTICE IS HEREBY GIVEN that the <strong>Annual</strong> General Meeting of VENTURE CORPORATION LIMITED (“the Company”) will be held<br />

at the Board Room, 5006 Ang Mo Kio Avenue 5 #05-01/12, TECHplace II, Singapore 569873 on Thursday, April 26, 2007 at<br />

11.30 a.m. for the following purposes:-<br />

AS ORDINARY BUSINESS<br />

1. To receive and adopt the Directors’ <strong>Report</strong> and the Audited Accounts of the Company for the year ended December 31, 2007<br />

together with the Auditors’ <strong>Report</strong> thereon. (Resolution 1)<br />

2. To declare a final tax-exempt dividend of 25 cents per ordinary share and a bonus tax-exempt dividend of 25 cents per<br />

ordinary share for the year ended December 31, <strong>2006</strong> (2005: final tax-exempt dividend of 25 cents per ordinary share<br />

and a bonus tax-exempt dividend of 25 cents per ordinary share). (Resolution 2)<br />

3. To re-elect the following Directors retiring pursuant to Article 92 of the Company’s Articles of Association:-<br />

Mr Goh Geok Ling (Resolution 3)<br />

Mr Goon Kok Loon (Resolution 4)<br />

Mr Goh Geok Ling and Mr Goon Kok Loon will, upon re-election as Directors of the Company, remain members of<br />

the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the<br />

Singapore Exchange Securities Trading <strong>Limited</strong> (“SGX-ST”).<br />

4. To pass the following Ordinary Resolution pursuant to Section 153(6) of the Companies Act, Cap. 50:-<br />

“That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Cecil Vivian Richard Wong be re-appointed a<br />

Director of the Company to hold office until the next <strong>Annual</strong> General Meeting.”<br />

[See Explanatory Note (i)]<br />

Mr Cecil Vivian Richard Wong will, upon re-election as a Director of the Company, remain as Chairman of the Audit<br />

Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.<br />

(Resolution 5)<br />

5. To approve the payment of Directors’ fees of $264,000 for the year ended December 31, <strong>2006</strong> (2005: $127,000).<br />

(Resolution 6)<br />

6. To re-appoint Messrs Deloitte & Touche as the Company’s Auditors and to authorise the Directors to fix their<br />

remuneration. (Resolution 7)<br />

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

AS SPECIAL BUSINESS<br />

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:<br />

8. Authority to allot and issue shares up to 50 per cent of issued capital<br />

That pursuant to Section 161 of the Companies Act, Cap. 50 and the Listing Manual of the SGX-ST, authority be and is<br />

hereby given to the Directors to:-<br />

(a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or<br />

annual report <strong>2006</strong><br />

93

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