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Annual Report 2006 - Venture Corporation Limited

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notice of annual general meeting<br />

By Order of the Board<br />

Yvonne Choo<br />

Secretary<br />

Singapore<br />

April 10, 2007<br />

Explanatory Notes:<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

The effect of the Ordinary Resolution 5 proposed in item 4 above, is to re-appoint a director who is over 70 years of<br />

age.<br />

The Ordinary Resolution 8 proposed in item 8 above if passed, will empower the Directors of the Company from the<br />

date of the <strong>Annual</strong> General Meeting until the date of the next <strong>Annual</strong> General Meeting to issue further shares in the<br />

Company. The maximum number of shares, which the Directors may issue under this resolution, shall not exceed the<br />

quantum set out in the resolution.<br />

The Ordinary Resolution 9 proposed in item 9 above if passed, will empower the Directors of the Company to allot and<br />

issue shares in the Company pursuant to the exercise of options granted under the <strong>Venture</strong> Manufacturing (Singapore)<br />

Ltd Executives’ Share Option Scheme, which was adopted by the Company in 1993 (the “1993 Scheme”), provided that<br />

the aggregate number of shares to be issued shall not exceed 25 per cent. of the issued share capital of the Company<br />

from time to time. Noted that the 1993 Scheme expired on April 5, 2004. However, outstanding options granted prior<br />

to that date are not affected by the expiry and remain exercisable in accordance with the terms of the 1993 Scheme.<br />

The Ordinary Resolution 10 proposed in item 10 above, if passed, will empower the Directors of the Company to<br />

offer and grant options under the <strong>Venture</strong> <strong>Corporation</strong> Executives’ Share Option Scheme, which was adopted by the<br />

Company in 2004 (the “2004 Scheme”) and to allot and issue shares pursuant to the exercise of options under the 2004<br />

Scheme, provided that the aggregate number of shares to be issued shall not exceed 15 per cent. of the issued share<br />

capital of the Company from time to time.<br />

Notes:<br />

1. A Member entitled to attend and vote at the <strong>Annual</strong> General Meeting (the “Meeting”) is entitled to appoint not more<br />

than two (2) proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.<br />

2. If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly<br />

authorised officer or attorney.<br />

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 5006 Ang Mo Kio<br />

Avenue 5 #05-01/12, TECHplace II, Singapore 569873 not less than forty-eight (48) hours before the time appointed<br />

for holding the Meeting.<br />

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

95

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