Ecowise Annual Report 2007 - ecoWise Holdings Limited

ADDITIONALEXPLANATORY STATEMENTTO ORDINARY RESOLUTIONS 8 and 9 as set outin the notice of annual general meetingECOWISE HOLDINGS LIMITEDRegistration No: 200209835C(Incorporated in Singapore)9. Directors recommendationMr Lee Thiam Seng and Mr Sunny Ong Keng Hua, as Directors and Controlling Shareholders, who are interested partiesto the above proposal, have refrained from making any recommendation as to how Shareholders should vote and theywill abstain from voting in respect of Resolutions 8 to 9. Both Mr Lee Thiam Seng and Mr Sunny Ong Keng Hua willalso decline to accept appointments as proxies for voting at the AGM in respect of the said Resolutions unless specificinstructions have been given in the proxy instrument on how Shareholders wish their votes to be cast for each of thesaid Resolutions.The Directors (other than Mr Lee Thiam Seng and Mr Sunny Ong Keng Hua who have abstained from making arecommendation) are of the view that the proposed grant and Award(s) of performance shares to Mr Lee Thiam Sengand Mr Sunny Ong Keng Hua are in the interest of the Company and accordingly recommend that Shareholders vote infavour of Resolutions 8 to 9.10. Action to be taken by shareholdersShareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote on their behalf shouldsign and return the Proxy Form attached to the Notice of AGM in accordance with the instructions printed thereon assoon as possible and in any event so as to arrive at the registered office of the Company at No. 3 Phillip Street, #14-01,Commerce Point, Singapore 048693, not later than 48 hours before the time fixed for the AGM. The appointment ofa proxy by a shareholder does not preclude him from attending and voting in person at the meeting if he wishes todo so.A Depositor shall not be regarded as a member of the Company entitled to attend the AGM and to speak and votethereat unless his name appears on the Depository Register at least 48 hours before the AGM.11. Directors responsibility statementThe Directors of the Company collectively and individually accept full responsibility for the accuracy of the informationgiven herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief thereare no other material facts the omission of which would make any statement in this Circular misleading.12. Documents for inspectionThe following documents are available for inspection at the registered office of the Company at No. 3 Phillip Street,#14-01, Commerce Point, Singapore 048693 during normal business hours on any weekday (public holidays excepted)from the date of this Circular up to and including the date of the AGM:-(a)(b)the Articles of Association of the Company; andthe Rules of the ecoWise Performance Share Plan.98 • ecoWise Holdings Limited • Annual Report 2007