Megachem Limited
Annual Report 2014
132
Notice of Annual General Meeting
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modifications:-
7.
Authority to allot and issue shares and convertible securities
(a)
“That pursuant to Section 161 of the Companies Act, Cap. 50, and the Catalist Rules,
authority be and is hereby given to the Directors of the Company at any time to such persons
and upon such terms and for such purposes as the Directors may in their absolute discretion
deem fit, to:
(Resolution 7)
(i)
issue shares in the capital of the Company whether by way of rights, bonus or
otherwise;
(ii)
make or grant offers, agreements or options (collectively, “Instruments”) that
might or would require shares to be issued or other transferable rights to
subscribe for or purchase shares including but not limited to the creation and
issue of warrants, debentures or other instruments convertible into shares;
(iii) issue additional Instruments arising from adjustments made to the number
of Instruments previously issued in the event of rights, bonus or capitalisation
issues; and
(b)
(notwithstanding the authority conferred by the shareholders may have ceased to
be in force) issue shares in pursuance of any Instrument made or granted by the
Directors while the authority was 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 the Company, of which the aggregate number of shares (including
shares to be issued in pursuance of Instruments made or granted pursuant to this
resolution) to be issued other than on a
pro rata
basis to shareholders of the Company
does not exceed 50% of the total number of issued shares excluding treasury shares
of the Company. Unless prior shareholder approval is required under the Catalist
Rules, an issue of treasury shares will not require further shareholder approval, and
will not be included in the aforementioned limits.
For the purpose of this resolution, the total number of issued shares excluding
treasury shares is based on 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, or
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
Catalist Rules, and
c)
any subsequent bonus issue, consolidation or subdivision of the Company’s
shares, and
