176
PETRA FOODS LIMITED
ANNUAL REPORT 2015
EXPLANATORY NOTES & STATEMENT UNDER REGULATION 64 OF THE COMPANY’S CONSTITUTION.
Resolution 2:
If re-elected, Mr Chuang Tiong Choon, an Executive Director, shall remain as a member of the Nominating Committee,
Risk Management Committee and Executive Committee of the Company.
Resolution 3:
If re-elected, Mr Chuang Tiong Liep, an Executive Director, shall remain as a member of the Executive Committee of the
Company.
Resolution 4:
Mr Pedro Mata-Bruckmann who is over the age of 70 was re-appointed as Director to hold office from the date of the
last annual general meeting (on 28 April 2015) until this Annual General Meeting pursuant to section 153(6) of the Act.
Section 153(6) of the Act was repealed when the Companies (Amendment) Act came into effect on 3 January 2016. As
his appointment lapses at this Annual General Meeting, Mr Bruckmann will have to be re-appointed to continue in office.
Upon his re-appointment at the conclusion of this Annual General Meeting, going forward, Mr Bruckmann will be subject
to retirement by rotation under Regulation 104 of the Company’s Constitution.
Upon re-appointment, Mr Bruckmann, an Independent Director, will remain as Chairman of the Board, Chairman of
the Nominating Committee and a member of the Audit Committee, Remuneration Committee and Risk Management
Committee of the Company.
Resolution 7:
The proposed Resolution 7, if passed, will empower the directors, from the date of the Annual General Meeting until
the next annual general meeting of the Company, to issue Shares and/or Instruments up to an aggregate number not
exceeding 50 per cent of the total number of issued Shares excluding treasury shares, with a sub-limit of 20 per cent for
Shares issued other than on a
pro rata
basis to Shareholders.
Resolution 8:
The proposed Resolution 8, if passed, will empower the directors to allot and issue shares in the Company under the
Petra Foods Limited Scrip Dividend Scheme to members who, in respect of a qualifying dividend, have elected to receive
scrip in lieu of the cash amount of that qualifying dividend.
Resolution 9:
The proposed Resolution 9, if passed, will renew the IPT Mandate (which was last renewed at the annual general
meeting of the Company held on 28 April 2015) to facilitate the Company, its subsidiaries and associated companies
which are entities at risk as defined in Chapter 9 of the Listing Manual of the SGX-ST, to enter into Interested Persons
Transactions, the details of which are set out in the Annual Report. The authority under the renewed IPT Mandate will,
unless revoked or varied by the Company in general meeting, expire at the conclusion of the next annual general
meeting of the Company, or the date by which the next annual general meeting is required by law to be held, whichever
is the earlier.
NOT I CE OF ANNUAL GENE RAL ME E T I NG
