Ecowise Annual Report 2007 - ecoWise Holdings Limited

Notice of AnnualGeneral MeetingECOWISE HOLDINGS LIMITEDRegistration No: 200209835C(Incorporated in Singapore)NOTICE IS HEREBY GIVEN that the 2008 Annual General Meeting of the shareholders of the Company will be held at18 Cross Street 8th Floor Marsh & McLennan Centre Singapore 048423 on Thursday, 28 February 2008 at 10.00 a.m. totransact the following businesses:ORDINARY BUSINESS1. To receive and consider the audited financial statements of the Company and the reports of the Directors and Auditorsfor the year ended 31 October 2007. Resolution 12. To re-elect the following Directors retiring pursuant to the Company’s Articles of Association:-Mr Lee Thiam Seng (Article 107) Resolution 2Mr Ong Teck Ghee (Article 107) Resolution 3Mr Ong Teck Ghee shall, upon re-election as Director of the Company, remain as a Chairman of the NominatingCommittee and as a member of the Audit Committee and Remuneration Committee and shall be considered independentfor the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.3. To approve the Directors’ fees of SGD 80,000/- for the year ended 31 October 2007. Resolution 44. To re-appoint Messrs RSM Chio Lim as Auditors and to authorise the Directors to fix their remuneration. Resolution 5SPECIAL BUSINESSTo consider and, if thought fit, to pass the following Resolutions as Ordinary Resolutions, with or without amendments:5. Proposed Share Issue Mandate“That pursuant to Section 161 of the Companies Act, Cap. 50 and the Listing Manual of the Singapore ExchangeSecurities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors of the Company to allot andissue shares and convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise)at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may intheir absolute discretion deem fit provided always that the aggregate number of shares and convertible securities to beissued pursuant to this Resolution does not exceed 50% of the issued shares of the Company, of which the aggregatenumber of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders doesnot exceed 20% of the issued shares of the Company (the percentage of issued shares being based on the issuedshares in the capital of the Company at the time this Resolution is passed after adjusting for new shares arisingfrom the conversion or exercise of any convertible securities or share options or vesting of share awards which areoutstanding at the time this Resolution is passed and any subsequent consolidation or sub-division of shares) andunless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusionof the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of theCompany is required by law to be held, whichever is the earlier.”[See Explanatory Note (i)] Resolution 692 • ecoWise Holdings Limited • Annual Report 2007