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DYNA-MAC HOLDINGS LTD.
2016 ANNUAL REPORT
116
NOTICE OF THE
ANNUAL GENERAL MEETING
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions, with or without
modifications:–
6.
Authority to issue shares
(Resolution 6)
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing
Manual of the Singapore Exchange Securities Trading Limited (“
SGX-ST
”), the Directors
of the Company be authorized and empowered to:
(a) (i)
issue shares in 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 be issued, including but not limited
to the creation and issue of (as well as adjustments to) options, 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 of the Company 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 Instruments made or granted by the
Directors of the Company while this Resolution was in force,
provided that:
(1)
the aggregate number of shares (including shares to be issued in pursuance of the
Instruments, made or granted pursuant to this Resolution) to be issued pursuant
to this Resolution shall be limited as follows:
(A) without prejudice to sub-paragraph (1)(B) below, the aggregate number
of shares to be issued shall not exceed 50 per centum (50%) of the total
number of issued shares (excluding treasury shares) in the capital of the
Company (as calculated in accordance with sub-paragraph (4) below), of
which the aggregate number of shares to be issued other than on a pro rata
basis to shareholders of the Company shall not exceed 20 per centum (20%)
of the total number of issued shares (excluding treasury shares) in the capital
of the Company (as calculated in accordance with sub-paragraph (4) below)
(“
General Limit
”);
(B) in addition to the General Limit, the aggregate number of shares to be issued
by way of renounceable rights issues on a pro rata basis (“
Renounceable
Rights Issues
”) shall not exceed 50 per centum (50%) of the total number of
issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (4) below (“
Additional Limit
”);
(C) where an issue of shares is to be issued by way of Renounceable Rights
Issues, that issue shall first use the Additional Limit, and in the event that
the Additional Limit has been fully used and is insufficient to satisfy that
issue, that issue may use the General Limit, but only to the extent of the then
remaining General Limit;
(D) where an issue of shares is to be issued otherwise than by way of
Renounceable Rights Issue, that issue may only use the General Limit, but
only to the extent of the then remaining General Limit;
(E) an issue of shares that is not for a financing purpose may only use the
General Limit, but the number of such shares that may be issued shall be
limited to the numerical number of the then remaining Additional Limit;