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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN
that the Annual General Meeting of Cordlife Group Limited (the “Company”) will be held
at the Auditorium 302, Level 3, NTU@one-north Executive Centre, 11 Slim Barracks Rise (off North Buona Vista Road),
Singapore 138664 on Friday, 16 October 2015 at 2.00 p.m. for the following purposes:
Ordinary Business
1.
To receive and adopt the Directors’ Report and Audited Financial Statements of the Company for the financial
year ended 30 June 2015 together with the Auditor’s Report thereon.
(Resolution 1)
2.
To re-elect Mr Yee Pinh Jeremy who is retiring pursuant to Article 94 of the Company’s Articles of Association.
(Resolution 2)
3.
To re-elect Mr Ho Sheng who is retiring pursuant to Article 94 of the Company’s Articles of Association.
(Resolution 3)
Mr Ho Sheng is considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange
Securities Trading Limited (“SGX-ST”). If re-elected, Mr Ho will remain as the Chairman of the Nominating Committee
and a member of the Audit Committee.
4.
To approve the payment of a final tax exempt (1-tier) dividend of S$0.01 per ordinary share for the financial
year ended 30 June 2015.
(Resolution 4)
5.
To approve the payment of Directors’ fee of S$450,000.00 for the financial year ending 30 June 2016, payable
quarterly in arrears (2015: S$450,000.00).
(Resolution 5)
6.
To approve the payment of additional Director’s fee of S$120,000.00 to Dr. Ho Choon Hou for the financial
year ending 30 June 2016, payable quarterly in arrears. [See Explanatory Note (i)]
(Resolution 6)
7.
To re-appoint Messrs Ernst & Young LLP as the Company’s Auditors and to authorise the Directors to fix their
remuneration.
(Resolution 7)
8.
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
Special Business
To consider and, if thought fit, to pass the following resolutions as an Ordinary Resolutions, with or without any
modifications:
9.
Authority to allot and issue shares
“That, pursuant to Section 161 of the Companies Act, (Chapter 50 of Singapore) (the “
Companies Act
”) and
Rule 806(2) of the Listing Manual of the SGX-ST, authority be and is hereby given to the Directors of the
Company (“
Directors
”) to:–
(a)
(i)
issue shares in the capital of the Company (“
shares
”) whether by way of rights, bonus or
otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “
Instruments
”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
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
