Osim FR 050407.indd

Notice of Annual General Meeting (cont’d)7. Authority to issue shares up to 50 per centum (50%) of the issued shares in the capital of the Company (cont’d)(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force (i) until the conclusionof the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, madeor granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments.[See Explanatory Note (i)] (Resolution 7)8. Authority to issue shares under the OSIM Share Option SchemeThat pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and empowered to offer and grant optionsunder the OSIM Share Option Scheme (“the Scheme”) and to issue from time to time such number of shares in the capital ofthe Company as may be required to be issued pursuant to the exercise of options granted by the Company under the Scheme,whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additionalordinary shares to be allotted and issued pursuant to the Scheme shall not exceed fi fteen per centum (15%) of the issued sharesin the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a generalmeeting, continue in force 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.[See Explanatory Note (ii)] (Resolution 8)9. Renewal of Shareholders’ Mandate for Interested Person TransactionsThat for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited:(a)(b)(c)approval be given for the renewal of the mandate for the Company, its subsidiaries and target associated companies or any ofthem to enter into any of the transactions falling within the types of Interested Person Transactions as set out in the Appendixto the Annual Report dated 12 April 2007 (the “Appendix”) with any party who is of the class of Interested Persons describedin the Appendix, provided that such transactions are carried out in the normal course of business, at arm’s length and oncommercial terms and in accordance with the guidelines of the Company for Interested Person Transactions as set out in theAppendix (the “Shareholders’ Mandate”);the Shareholders’ Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until theconclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of theCompany is required by law to be held, whichever is earlier; andauthority be given to the Directors to complete and do all such acts and things (including executing all such documents asmay be required) as they may consider necessary, desirable or expedient to give effect to the Shareholders’ Mandate as theymay think fi t.[See Explanatory Note (iii)] (Resolution 9)Notice of Annual General Meeting 175Annual Report 2006