Annual Report 2012 - ecoWise Holdings Limited

144ecoWise Holdings Limitedannual report 2012ANNUAL GENERAL MEETING6. Authority to Allot and Issue Shares Resolution 7That pursuant to Section 161 of the Companies Act, Cap. 50 and in accordance with Rule 806 of the ListingManual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby givento the Directors to issue:–(i)shares in the capital of the Company (whether by way of rights, bonus or otherwise) or;(ii)convertible securities; or(iii)additional convertible securities arising from adjustments made to the number of convertible securitiespreviously issued in the event of rights, bonus or capitalisation issues; or(iv)shares arising from the conversion of convertible securities,at any time and upon such terms and conditions and for such purposes as the Directors may in their absolutediscretion deem fit provided that:–(1) the aggregate number of shares and convertible securities that may be issued shall not exceed 50%of the total number of issued shares (excluding treasury shares) in the capital of the Company, ofwhich the aggregate number of shares and convertible securities to be issued other than on a prorata basis to all shareholders of the Company shall not exceed 20% of the total number of issuedshares (excluding treasury shares) in the capital of the Company.(2) for the purpose of determining the aggregate number of shares that may be issued undersub-paragraph (1) above, the total number of issued shares (excluding treasury shares) shall becalculated based on the total number of issued shares (excluding treasury shares) in the capital ofthe Company as at the time of the passing of this Resolution after adjusting for:–(a)new shares arising from the conversion or exercise of convertible securities;(b)new shares arising from exercising share options or vesting of share awards outstanding orsubsisting at the time of the passing of this Resolution; and(c)any subsequent bonus issue, consolidation or subdivision of shares.