Page 96 - 01.pdf

NOTICE OF ANNUAL GENERAL MEETING
ASIAMEDIC LIMITED
ANNUAL REPORT 2013 94
(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
in their absolute discretion deem fit;
(b) issue Shares in pursuance of any Instruments made or granted by the Directors while the authority was
in force (notwithstanding the authority conferred by this Resolution may have ceased to be in force)
provided always 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
100% of the total number of issued Shares, excluding treasury shares, of which the aggregate
number of Shares and convertible securities to be issued other than on a pro rata basis to existing
shareholders of the Company does not exceed 50% of the total number of issued Shares excluding
treasury shares, and for the purpose of this Resolution, the total number of issued Shares excluding
treasury shares shall be the Company’s total number of issued Shares excluding treasury shares
at the time this Resolution is passed, after adjusting for:
(a) new Shares arising from the conversion or exercise of convertible securities;
(b) new Shares arising from exercising share options or vesting of share awards outstanding
or subsisting at the time this Resolution is passed provided the options or awards were
granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
(ii) in exercising the authority conferred by this Resolution, the Company shall comply with the
provisions of the Rules of Catalist for the time being in force (unless such compliance has been
waived by the SGX-ST, the Monetary Authority of Singapore or the Sponsor of the Company) and
the Articles of Association for the time being of the Company; and
(iii) such authority shall, unless revoked or varied by the Company at a general meeting, continue in
force until the conclusion of the next Annual General Meeting or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the earlier.”
(c) the Directors be and are hereby authorised to do any and all acts which they deem necessary and
expedient in connection with paragraphs (a) and (b) above.” (Resolution 6)
[See Explanatory Note 1]