13.
That:
Resolution 13
(a)
for the purposes of Sections 76C and 76E of the Act, the exercise by the Directors of the Company
of all the powers of the Company to purchase or otherwise acquire issued Shares in the capital of the
Company not exceeding in aggregate the Maximum Limit (as defined in sub-paragraph 13(c) below), at
such price or prices as may be determined by the Directors from time to time up to the Maximum Price
(as defined in sub-paragraph 13(c) below), whether by way of:
(i)
market purchase(s) on the SGX-ST through the SGX-ST’s trading system and/or any other
securities exchange (“
Other Exchange
”) on which the Shares may for the time being be listed
and quoted (“
Market Purchases
”); and/or
(ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other
Exchange) in accordance with any equal access scheme(s) as may be determined or formulated
by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed
by the Companies Act (“
Off-Market Purchases
”),
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the
case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the “
Share Purchase Mandate
”);
(b)
unless varied or revoked by the Company in general meeting, the authority conferred on the Directors
of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time
and from time to time during the period commencing from the date of the passing of this Resolution
and expiring on the earlier of:
(i)
the date on which the next Annual General Meeting of the Company is held; or
(ii)
the date by which the next Annual General Meeting of the Company is required by law to be
held; or
(iii)
the date on which the purchases or acquisitions of Shares pursuant to the Share Purchase
Mandate are carried out to the full extent mandated;
(c)
in this Resolution:
“
Average Closing Price
” means the average of the last dealt prices of a Share for the last five
consecutive Market Days (as defined in this sub-paragraph 13(c) below) on which the Shares are
transacted on the SGX-ST or, as the case may be, Other Exchange, immediately preceding the date
of the Market Purchase by the Company or, as the case may be, the date of the making of the offer
pursuant to the Off-Market Purchase, and deemed to be adjusted in accordance with the listing rules
of the SGX-ST, or as the case may be, Other Exchange, for any corporate action which occurs after
the relevant five Market Day period;
“
date of the making of the offer
” means the date on which the Company announces its intention to
make an offer for an Off-Market Purchase, stating the relevant terms of the equal access scheme for
effecting the Off-Market Purchase;
125
TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
NOTICE OF EIGHTEENTH
ANNUAL GENERAL MEETING
