Megachem Limited Annual Report 2015 135 Notice of Annual General Meeting 31 December 2015 (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. 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, (ii) 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.” (See Explanatory Note 1) 8. Authority to grant options and to issue shares under the Megachem Employee Share Option Scheme “That authority be and is hereby given to the Directors of the Company to offer and grant options from time to time in accordance with the provisions of the Megachem Employee Share Option Scheme (the “Scheme”), and, pursuant to Section 161 of the Companies Act, Chapter 50, to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted under the Scheme, provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 15% of the issued share capital of the Company from time to time, as determined in accordance with the provisions of the Scheme.” (See Explanatory Note 2) (Resolution 8) 9. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
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