GUTHRIE GTS LIMITED - Guthrie GTS Ltd

(B)Special BusinessTo consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:10. “That authority be and is hereby given to the Directors of theCompany to:Resolution 10(a)(i) issue shares in the capital of the Company (“shares”)whether by way of rights, bonus or otherwise; and/or(ii) make or grant offers, agreements or options (collectively,“Instruments”) that might or would require shares to beissued, including but not limited to the creation and issueof (as well as adjustments to) warrants, debentures orother instruments convertible into shares,at any time and upon such terms and conditions and for suchpurposes and to such persons as the Directors may in theirabsolute discretion deem fit; and(b)(notwithstanding the authority conferred by this Resolutionmay have ceased to be in force) issue shares in pursuance ofany Instrument made or granted by the Directors while thisResolution was in force,provided that:(1) the aggregate number of shares to be issued pursuant to thisResolution (including shares to be issued in pursuance ofInstruments made or granted pursuant to this Resolution)does not exceed 50% of the total number of issued shares inthe capital of the Company excluding treasury shares (ascalculated in accordance with paragraph (2) below), of whichthe aggregate number of shares to be issued other than on apro rata basis to shareholders of the Company (includingshares to be issued in pursuance of Instruments made orgranted pursuant to this Resolution) does not exceed 20% ofthe total number of issued shares in the capital of theCompany excluding treasury shares (as calculated inaccordance with paragraph (2) below);(2) (subject to such manner of calculation as may be prescribedby the Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number ofshares that may be issued under paragraph (1) above, thetotal number of issued shares excluding treasury shares, shallbe based on the total number of issued shares in the capital ofthe Company excluding treasury shares, at the time thisResolution is passed, after adjusting for:(i) new shares arising from the conversion or exercise ofconvertible securities;(ii) new shares arising from exercising share options orvesting of share awards which are outstanding orsubsisting at the time this Resolution is passed; and(iii) any subsequent bonus issue, consolidation or subdivisionof shares;(3) the 50% limit in sub-paragraph (1) above may be increased to100% for the Company to undertake pro-rata renounceablerights issues;