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PETRA FOODS LIMITED
ANNUAL REPORT 2015
at any time and upon such terms and conditions and for such purposes and
to such persons as the Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding that the authority conferred by this Resolution may have
ceased to be in force) issue Shares under any Instrument made or granted by
the Directors while this Resolution was in force,
provided that:-
(1)
the aggregate number of Shares to be issued under this Resolution (including
Shares to be issued under the Instruments, made or granted under this
Resolution) does not exceed 50 per cent of the total number of issued Shares
(excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number
of Shares to be issued other than on a
pro rata
basis to shareholders of the
Company (including Shares under the Instruments made or granted under
this Resolution) does not exceed 20 per cent of the Company’s total number
of issued Shares (excluding treasury shares) (as calculated in accordance with
sub-paragraph (2) below);
(2)
(subject to such manner of calculation and adjustments as may be prescribed
by the SGX-ST) for the purpose of determining the aggregate number of
Shares that may be issued under sub-paragraph (1) above, the total number of
issued Shares shall be calculated based on the total number of issued Shares
excluding treasury shares, if any, at the time of the passing of this Resolution,
after adjusting for:-
(a) new Shares arising from the conversion or exercise of convertible
securities;
(b) new Shares arising from the exercise of share options or vesting of share
awards which are outstanding or subsisting at the time this Resolution is
passed; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall
comply with the provisions of the Act, the Listing Manual of the SGX-ST for
the time being in force (unless such compliance has been waived by the SGX-
ST) and the Constitution of the Company; and
(4)
(unless revoked or varied by the Company in general meeting) the authority
conferred by this Resolution shall continue in force until the conclusion of
the next annual general meeting of the Company or the date by which the
next annual general meeting of the Company is required by law to be held,
whichever is the earlier.
NOT I CE OF ANNUAL GENE RAL ME E T I NG
