Notice of <strong>Annual</strong>General MeetingECOWISE HOLDINGS LIMITEDRegistration No: 200209835C(Incorporated in Singapore)BY ORDER OF THE BOARDYap Peck KhimCompany SecretaryDated: 13 February 2008Notes:(a)(b)(c)(d)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 of the Company.If a proxy is to be appointed, the form must be deposited at the registered office of the Company at No. 3 Phillip Street#14-01 Commerce Point Singapore 048693 not less than 48 hours before the meeting.The form of proxy must be signed by the appointor or his attorney duly authorised in writing.In the case of joint shareholders, all holders must sign the form of proxy.94 • <strong>ecoWise</strong> <strong>Holdings</strong> <strong>Limited</strong> • <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
ECOWISE HOLDINGS LIMITEDRegistration No: 200209835C(Incorporated in Singapore)ADDITIONALEXPLANATORY STATEMENTTO ORDINARY RESOLUTIONS 8 and 9 as set outin the notice of annual general meeting1. The Ordinary Resolution proposed in items 7 and 8 above, if passed, will empower the Remuneration Committee of theCompany to grant a total of 4,500,000 ordinary shares of <strong>ecoWise</strong> to the two controlling shareholders in accordancewith and for the duration of the <strong>ecoWise</strong> Performance Share Plan.2. The participation of two controlling shareholders of the Company in <strong>ecoWise</strong> Performance Share Plan was approvedand adopted by the shareholders at the Extraordinary General Meeting convened on 23 March <strong>2007</strong>.3. Pursuant to Rule 853 of the Listing Manual, the specific grant of Awards to Mr Lee Thiam Seng, Mr Sunny Ong KengHua and any other Controlling Shareholders or their Associates will have to be approved by independent Shareholdersof our Company in general meetings.4. Rationale for grant of 2,250,000 Performance Shares to Mr Lee Thiam Seng (include also details of past awardsand vested awards)Mr Lee Thiam Seng is the Chief Executive Officer of our Company. He is responsible for the strategic direction, businessstrategies and management of the Group.The Directors are of the view that Mr Lee Thiam Seng’s contributions to the Group as its Chief Executive Officer havebeen instrumental to the growth of the Group’s business over the years. The Directors believe that there is substantialpotential future development and contribution that may be made by Mr Lee Thiam Seng towards steering the Companyto be one of the leading waste management services and environmental solutions provider in the region and towardsenhancing the competitiveness of the Company.He is also instrumental in steering its wholly-owned subsidiary, Bee Joo Industries Pte Ltd to become the first Singaporeregistered company to successfully secure the sale of carbon credits to Kansai Electric Power Co Inc, a leading electricpower company in Japan.The Directors are of the view that the remuneration package of Mr Lee Thiam Seng is fair given his contributions tothe Company. The extension of the Performance Share Plan to Mr Lee Thiam Seng is consistent with the Company’sobjectives to motivate its employees to achieve and maintain a high level of performance and contribution which isvital to the success of the Company. Although Mr Lee Thiam Seng already has a shareholding interest in the Company,the extension of the Performance Share Plan to him will ensure that he is equally entitled, with the other employeeswho are not Controlling Shareholders, to take part in and benefit from this system of remuneration, thereby enhancinghis long-term commitment to the Company. For the aforesaid reasons, the Directors believe that Mr Lee Thiam Sengdeserves, and should be allowed to participate in the Performance Share Plan.Subject to Shareholders’ approval for Ordinary Resolution 8 as set out in the Notice of AGM at the AGM, the Companyproposes to grant an Award of up to 2,250,000 Shares to Mr Lee Thiam Seng in accordance with the Performance SharePlan and the proposed date of grant of Shares to be any time within 5 years from the date of the EGM held on 23 March<strong>2007</strong>.On 23 March <strong>2007</strong>, Mr Lee Thiam Seng has been awarded 6,885,000 fully paid-up <strong>ecoWise</strong> shares (adjusted forRights cum Warrants Issues) subject to him satisfying the Performance Targets at the end of the financial year ending31 October <strong>2007</strong> and 31 October 2008 respectively under the Performance Share Plan. As at 18 January 2008,3,442,500 fully paid-up <strong>ecoWise</strong> shares (adjusted for Rights cum Warrants Issues) have been vested but not issued toMr Lee Thiam Seng for the financial year ended 31 October <strong>2007</strong>. The amount of <strong>ecoWise</strong> shares that has been awarded(as adjusted for the Rights cum Warrants Issues) but has not been vested pending satisfaction of the PerformanceTargets at the end of the financial years ending 31 October 2008 is 3,442,500.95
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