Notes to Financial Statements

Middle East Development Singapore Ltd.Annual Report 2008 79Notice of Annual General Meeting(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited)for the purpose of determining the aggregate number of shares and Instruments that may be issued undersub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the numberof issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of thisResolution, after adjusting for:-(i)(ii)(iii)new shares arising from the conversion or exercise of the Instruments or any convertible securities;new shares arising from exercising share options or vesting of share awards outstanding andsubsisting at the time of passing this Resolution;any subsequent bonus issue, consolidation or subdivision of shares;(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions ofthe Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unlesssuch compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Articles ofAssociation of the Company; and(4) unless revoked or varied by the Company in general meeting, such authority shall continue in force (i) untilthe conclusion of the next Annual General Meeting of the Company or the date by which the next AnnualGeneral Meeting of the Company is required by law to be held, whichever is the earlier or (ii) in the case ofshares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until theissuance of such shares in accordance with the terms of the Instruments.”[see explanatory note 3] Resolution 79. “That approval be and is hereby given to the Directors of the Company to offer and grant options in accordance withthe provisions of the Hitchins Employees’ Share Option Scheme (the “Scheme”), and pursuant to Section 161 ofthe Companies Act, Cap. 50, to allot and issue from time to time such number of ordinary shares in the Companyas may be required to be allotted and issued pursuant to the exercise of the options under the Scheme, providedalways that the aggregate number of ordinary shares to be allotted and issued pursuant to the Scheme and othershare-based incentive schemes shall not exceed fi fteen per centum (15%) of the issued shares (excluding treasuryshares) in the capital of the Company at any time and from time to time.”[see explanatory note 4] Resolution 810. “That approval be and is hereby given to the Directors of the Company to grant awards in accordance with theprovisions of the Middle East Development Singapore Share Plan (the “Plan”), and to allot and issue from time totime such number of fully paid-up shares as may be required to be allotted and issued pursuant to the vesting ofawards under the Plan, provided always that the aggregate number of ordinary shares to be allotted and issuedpursuant to the Plan and other share-based incentive schemes shall not exceed fi fteen per centum (15%) of theissued shares (excluding treasury shares) in the capital of the Company at any time and from time to time.”[see explanatory note 5] Resolution 911. “That for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited:-(a)(b)approval be given for the Company, its subsidiaries and associated companies or any of them to enter intoany of the transactions falling within the types of Interested Person Transactions as set out in the Appendix tothe Notice of Annual General Meeting to Shareholders dated 8 October 2008 (the “Appendix”) with any partywho is of the class of Interested Persons described in the Appendix, provided that such transactions arecarried out in the normal course of business, at arm’s length and on commercial terms and in accordancewith the guidelines of the Company for Interested Person Transactions as set out in the Appendix (the“Shareholders’ Mandate”);unless revoked or varied by the Company in a general meeting, the Shareholders’ Mandate shall continue inforce until the conclusion of the next Annual General Meeting of the Company or the date by which the nextAnnual General Meeting of the Company is required by law to be held, whichever is earlier; and