Annual Report 2012 - ecoWise Holdings Limited

146ecoWise Holdings Limitedannual report 2012ANNUAL GENERAL MEETINGExplanatory Notes:(i)The Ordinary Resolution proposed in Resolution 7 above, if passed, will empower the Directors of the Company, effectiveuntil the conclusion of the next Annual General Meeting of the Company, or the date by which the next Annual GeneralMeeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a generalmeeting, whichever is earlier, to issue shares and convertible securities in the Company up to a number not exceeding,in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which notexceeding 20% may be issued other than on a pro rata basis to existing shareholders.For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasuryshares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of theCompany at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise ofconvertible securities or share options or vesting of share awards which are outstanding or subsisting at the time whenthis Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.(ii)The proposed Resolution 8 above, if passed, will empower the Directors of the Company to offer and grant awards, andto allot and issue new ordinary shares in the capital of the Company, pursuant to the Share Plan (which was approvedby shareholders at the Extraordinary General Meeting held on 23 March 2007) as may be modified by the RemunerationCommittee from time to time, provided that the aggregate number of Shares to be allotted and issued pursuant to theShare Plan shall not exceed 15% of the total number of issued ordinary shares of the Company from time to time.(iii)The proposed Resolution 9 above, if passed, will empower the Remuneration Committee of the Company to grant atotal of 2,000,000 ordinary shares of the Company to Mr Lee Thiam Seng, a controlling shareholder of the Company, inaccordance with and for the duration of the Share Plan.Proxies:1. A member of the Company is entitled to attend and vote at the above Meeting and may appoint not more than two proxiesto attend and vote instead of him.2. Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by eachproxy in the instrument appointing the proxies. A proxy need not be a member of the Company.3. If the member is a corporation, the instrument appointing the proxy must be under seal of the hand of an officer or attorneyduly authorised.4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 17 Kallang Junction#04-03 Singapore 339274 not less than 48 hours before the time appointed for holding the above Meeting.