159
PETRA FOODS LIMITED
ANNUAL REPORT 2015
AP P END I X ( S HAR EHOLDE R S ’ MANDAT E )
4.
AUDIT COMMITTEE’S STATEMENT
The Audit Committee has reviewed the terms of the Shareholders’ Mandate subject to the renewal. Having
considered,
inter alia
, the scope, the guidelines on review procedures, the rationale and the benefits of the
Shareholders’ Mandate, the Audit Committee confirms that (a) the review procedures for determining the prices
of Interested Person Transactions have not changed since approval for the Shareholders’ Mandate was last
given; and (b) the review procedures set out in paragraph 2.4 of this Appendix are sufficient to ensure that the
Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the
interests of the Company and its minority Shareholders.
If, during the periodic reviews by the Audit Committee, it is of the view that the established review procedures
are no longer appropriate or adequate to ensure that the Interested Person Transactions will be transacted on
normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders,
the Company will seek a fresh mandate from Shareholders based on new review procedures.
5.
DIRECTORS’ RECOMMENDATIONS
The Independent Directors are of the opinion that the entry into of the Interested Person Transactions by
the Group in the ordinary course of its business will enhance the efficiency of the Group and is in the best
interests of the Company. For the reasons set out in paragraph 2.3 of this Appendix, the Independent Directors
recommend that Shareholders vote in favour of Resolution 9, being the Ordinary Resolution relating to the
proposed renewal of the Shareholders’ Mandate at the forthcoming AGM.
6.
ANNUAL GENERAL MEETING
The AGM, notice of which is set out in the Annual Report 2015 of the Company, will be held on 26 April 2016 at
Legacy Suite, Level 2, Singapore Marriott Tang Plaza Hotel, 320 Orchard Road, Singapore 238865 at 2:00 p.m. for
the purpose of considering and, if thought fit, passing with or without any modifications, the Ordinary Resolution
relating to the renewal of the Shareholders’ Mandate at the AGM as set out in the Notice of AGM.
7.
ACTION TO BE TAKEN BY SHAREHOLDERS
If a Shareholder is unable to attend the AGM and wishes to appoint a proxy to attend and vote on his behalf,
he should complete, sign and return the Proxy Form attached to the Notice of AGM in accordance with the
instructions printed thereon as soon as possible and, in any event, so as to reach the Company’s share registrar,
M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902, not later than 48 hours
before the time fixed for the AGM. Completion and return of the Proxy Form by a Shareholder will not prevent
him from attending and voting at the AGM if he so wishes.
8.
INSPECTION OF DOCUMENTS
Copies of the audited financial statements of the Company for the last two financial years ended 31 December
2014 and 2015 are available for inspection at the registered office of the Company at 111 Somerset Road,
#12-03, TripleOne Somerset Singapore 238164, during normal business hours from the date of this Appendix
up to the date of the AGM.
9.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of the information given in
this Appendix and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief,
the facts stated and the opinions expressed in this Appendix are fair and accurate and that there are no material
facts the omission of which would make any statement in this Appendix misleading.
