Annual Report 2012 - ecoWise Holdings Limited

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150ecoWise Holdings Limitedannual report 2012ADDITIONAL EXPLANATORY STATEMENT TO ORDINARY RESOLUTION 9AS SET OUT IN THE NOTICE OF ANNUAL GENERAL MEETING(“ADDITIONAL EXPLANATORY STATEMENT”)5. Criteria for the vesting of Awards to Mr Lee Thiam SengAwards are released once the Committee is satisfied that the prescribed performance target(s) have beenachieved and the vesting period (if any) has expired. There may be vesting periods beyond the performanceachievement periods, imposed by the Committee. The performance targets and criteria for the Awards aredetermined by the Committee and these include targets such as total shareholders’ return and financialperformance of the Group.6. Directors’ and Substantial Shareholders’ interestsAs at the Latest Practicable Date (being 29 January 2013), the interests of Directors and SubstantialShareholders of the Company in the Shares, based on the Company’s Register of Directors’ Shareholdingsand Register of Substantial Shareholders respectively are as follows:–NumberDirect InterestNo. of SharesDeemedInterestNo. of SharesTotal InterestNo. of Shares %of SharesComprised inOutstandingPerformanceShares (3)Date ofgrant ofoutstandingPerformanceSharesDirectorsLee Thiam Seng (1) 32,960,950 218,229,375 251,190,325 27.18 1,096,875 21-03-2012Low Kian Beng 5,500,000 – 5,500,000 0.60 1,500,000 21-03-2012Ng Cher Yan 1,166,500 – 1,166,500 0.13 130,000 21-03-2012Ang Mong Seng 796,950 – 796,950 0.09 100,000 21-03-2012Ong Teck Ghee 871,950 – 871,950 0.09 100,000 21-03-2012Substantial ShareholdersecoHub Pte. Ltd. 218,229,375 – 218,229,375 23.61 – –Lee Thiam Seng (1) 32,960,950 218,229,375 251,190,325 27.18 1,096,875 21-03-2012Ma Ong Kee 88,000,000 – 88,000,000 9.52 – –Sunny Ong Keng Hua (2) 25,042,125 218,229,375 243,271,500 26.32 – –
ecoWise Holdings Limitedannual report 2012ADDITIONAL EXPLANATORY STATEMENT TO ORDINARY RESOLUTION 9AS SET OUT IN THE NOTICE OF ANNUAL GENERAL MEETING(“ADDITIONAL EXPLANATORY STATEMENT”)151Notes:(1) Mr Lee Thiam Seng holds 49.3% in ecoHub Pte Ltd which in turn holds 218,229,375 Shares in the Company.Accordingly, by virtue of Section 4 of the Securities and Futures Act, Mr Lee Thiam Seng is deemed interested in218,229,375 Shares held by ecoHub Pte. Ltd.(2) Mr Sunny Ong Keng Hua holds 26.7% in ecoHub Pte Ltd which in turn holds 218,229,375 Shares in the Company.Accordingly, by virtue of Section 4 of the Securities and Futures Act, Mr Sunny Ong Keng Hua is deemed interestedin 218,229,375 shares held by ecoHub Pte. Ltd.(3) Including award of performance shares not vested and not issued.7. Directors’ recommendationAs all the Directors of the Company are eligible to participate in the Share Plan, they have refrained frommaking any recommendation relating to the Share Plan, and where they are also Shareholders, shall abstainfrom voting in respect of the Ordinary Resolution 9 which relates to the proposed grant of Award of 2,000,000Shares to Mr Lee Thiam Seng and will not accept any appointment as proxies or otherwise for voting onOrdinary Resolution 9 unless specific instructions have been given in the proxy form(s) on how the votesare to be cast.Mr Lee Thiam Seng, as Director and Controlling Shareholder, who is an interested party to the aboveproposal, has refrained from making any recommendation as to how Shareholders should vote and he willabstain from voting in respect of Resolution 9. Mr Lee Thiam Seng will also decline to accept appointments asproxies for voting at the AGM in respect of the said Resolutions unless specific instructions have been givenin the proxy instrument on how Shareholders wish their votes to be cast for each of the said Resolutions.8. Action to be taken by shareholdersShareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote on theirbehalf should sign and return the Proxy Form attached to the Notice of AGM in accordance with theinstructions printed thereon as soon as possible and in any event so as to arrive at the registered office ofthe Company at 17 Kallang Junction, #04-03, Singapore 339274, not later than 48 hours before the timefixed for the AGM. The appointment of a proxy by a shareholder does not preclude him from attending andvoting in person at the meeting if he wishes to do so.A Depositor shall not be regarded as a member of the Company entitled to attend the AGM and to speakand vote thereat unless his name appears on the Depository Register at least 48 hours before the AGM.
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Annual Report 2012 - ecoWise Holdings Limited

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