11.
Authority to (i) offer and grant options and to issue shares pursuant to the HLS Employee Share Option Scheme; and (ii) offer
and grant awards and to issue shares pursuant to the HLS Performance Share Plan.
“that approval be and is hereby given to the Directors to:
(i)
Offer and grant options in accordance with the provisions of the HLS Employee share Option Scheme (the “
Scheme
”)
and to allot and issue from time to time, such number of shares as may be required to be issued pursuant to the exercise
of options under the Scheme; and
(ii)
Offer and grant awards in accordance with the provisions of the HLS Performance Share Plan (the “
Plan
”) and to allot
and issue from time to time such number of shares as may be required to be issued pursuant to the release of awards
under the Plan.
Provided always that the aggregate number of shares to be issued pursuant to the Scheme and the Plan shall not exceed 15%
of the total number of issues shares (excluding treasury shares) in the capital of the Company at any time.”
[See Explanatory Note (v)]
(Resolution 12)
By Order of the Board
Chew Kok Liang
Company Secretary
Singapore, 13 April 2015
Explanatory Notes:
(i)
Mr Kee Guan Chua will, upon re-election, be considered an Executive Director.
Mr Khor Poh Hwa will, upon re-election, be considered an Independent Director and will remain as a Chairman of Nominating
and Board Safety Committee, and a member of both the Audit and Risk Management and Remuneration Committees.
(ii)
Mr Chua Sey Kok will, upon re-election, be considered an Executive Director.
Mr Chew Tuan Dong will, upon re-election, be considered an Executive Director.
(iii)
The effect of the Ordinary Resolutions 6 and 7 above, are to re-appoint directors of the Company who are over 70 years of age.
Mr Chua Leong Hai will, upon re-appointment as a Director of the Company, be considered non-independent and will remain as
the CEO and a member of the Nominating Committee.
Mr Koh Lian Huat will, upon re-appointment as a Director of the Company, will be considered an independent non-executive
director and will remain as the Lead Independent Director, the Chairman of the Audit and Risk Management Committee and a
member of the Nominating, Remuneration and Board Safety Committees.
(iv)
Resolution 11 above, if passed, will empower the Directors of the Company from the date of this AGM until the date of the next
AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied
or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible
into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, fifty per centum (50%) of
the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to twenty per centum
(20%) may be issued other than on a pro rata basis to existing shareholders of the Company.
NOTICE OF ANNUAL GENERAL MEETING
Hock Lian Seng Holdings Limited
Annual report 2014
109
