Notes to Financial Statements

80Middle East Development Singapore Ltd.Annual Report 2008Notice of Annual General Meeting(c)authority be given to the Directors to complete and do all such acts and things (including executing all suchdocuments as may be required) as they may consider necessary, desirable or expedient to give effect to theShareholders’ Mandate as they may think fi t.”[see explanatory note 6] Resolution 10By Order of the BoardChew Kok LiangCompany SecretaryDate: 8 October 2008Explanatory Notes:1. Mr Hoon Tai Meng, upon re-election as a Director of the Company, will remain as Chairman of the Nominating Committee and a member of boththe Audit and the Remuneration Committees. He is considered an independent director for the purposes of Rule 704(8) of the Listing Manual of theSingapore Exchange Securities Trading Limited.2. Mr Ng Tian Huat, upon re-election as a Director of the Company, will remain as a Non-Executive Director and is considered non-independent.3. The proposed ordinary resolution 7, if passed, will empower the Directors from the date of the Annual General Meeting until the date of the next AnnualGeneral Meeting to issue further shares in the capital of the Company, up to an amount not exceeding in aggregate 50% of the total number of issuedshares excluding treasury shares in the capital of the Company with a sub-limit of 20% for issues other than on a pro-rata basis to shareholders. Forthe purpose of determining the aggregate number of ordinary shares that may be issued, the percentage of issued share capital shall be based on thetotal number of issued shares excluding treasury shares in the share capital of the Company at the time that Resolution 7 is passed, after adjustingfor (a) new shares arising from the conversion or exercise of any convertible securities or share options and share awards in issue at the time thatResolution 7 is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares.4. The proposed ordinary resolution 8, if passed, will empower the Directors to allot and issue shares in the capital of the Company pursuant to theHitchins Employees’ Share Option Scheme (the “Scheme”) and such other share-based incentive scheme of the Company, provided that the aggregatenumber of shares to be allotted and issued pursuant to the Scheme and other share-based incentive schemes shall not exceed 15% of the issuedshares (excluding treasury shares) in the capital of the Company from time to time.5. The proposed ordinary resolution 9, if passed, will empower the Directors to allot and issue shares in the capital of the Company pursuant to thevesting of awards under the Middle East Development Singapore Share Plan (the “Plan”) and such other share-based incentive scheme of the Companyprovided that the aggregate number of shares to be allotted and issued pursuant to the Plan and other share-based incentive schemes shall not exceed15% of the issued shares (excluding treasury shares) in the capital of the Company from time to time.6. The proposed ordinary resolution 10, if passed, is to renew the Shareholders’ Mandate granted by the Shareholders during the Extraordinary GeneralMeeting of the Company held on 26 October 2007 to authorise the Company, its subsidiaries and associated companies or any of them to enter intoany of the mandated transactions with parties who are considered “Interested Persons” (as defi ned in Chapter 9). The nature of the interested persontransactions and the classes of interested persons in respect of which the Shareholders’ Mandate is sought to be renewed remains unchanged. Moredetails on the Shareholders’ Mandate to be renewed is set out in the Appendix to the Notice of Annual General Meeting to Shareholders dated 8October 2008 enclosed with this Notice.Notes:1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member ofthe Company.2. If a proxy is to be appointed, the form must be deposited at the registered offi ce of the Company, at 80 Raffl es Place #22-21 UOB Plaza 2 Singapore048624 not less than 48 hours before the Meeting.3. The form of proxy must be signed by the appointor or his attorney duly authorised in writing.4. In case of joint shareholders, all holders must sign the proxy form.