AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:
10.
That authority be and is hereby given to the Directors to:
Resolution 10
(a)
(i)
issue 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 be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue
Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in
force,
provided that:
(i)
the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued
in pursuance of Instruments made or granted pursuant to this Resolution), does not exceed 50% of the
issued Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance
with sub-paragraph 10(ii) below), of which the aggregate number of Shares to be issued other than
on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution) does not exceed 20% of the issued Shares
(excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-
paragraph 10(ii) below);
(ii)
(subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited (the “
SGX-ST
”)) for the purpose of determining the aggregate number of Shares that
may be issued under sub-paragraph 10(i) above, the percentage of issued Shares (excluding treasury
shares) shall be based on the number of issued Shares (excluding treasury shares) in the capital of
the Company at the time this Resolution is passed, and adjusting for: (1) new Shares arising from the
conversion or exercise of any convertible securities or share options or vesting of share awards which
are outstanding or subsisting at the time this Resolution is passed; and (2) any subsequent bonus issue,
consolidation or subdivision of Shares;
(iii)
in exercising the authority conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived
by the SGX-ST) and the Articles of Association for the time being of the Company; and
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TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING
