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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
“
Maximum Limit
” means that number of Shares representing 5% of the total number of issued Shares
as at the date of the passing of this Resolution, unless the Company has effected a reduction in the
share capital of the Company in accordance with the applicable provisions of the Companies Act, at
any time during the Relevant Period, in which event the total number of issued Shares of the Company
shall be taken to be the total number of issued Shares of the Company, as altered. Any shares which
are held as treasury shares will be disregarded for the purpose of computing the 5% limit;
“
Maximum Price
” in relation to a Share to be purchased or acquired, means the purchase price
(excluding brokerage, commission, stamp duties, applicable goods and services tax and other related
expenses) which shall not exceed (in the case of both a Market Purchase and an Off-Market Purchase
pursuant to an equal access scheme) 105% of the Average Closing Market Price of the Shares; and
“
Relevant Period
” means the period commencing from the date on which the last Annual General
Meeting was held and expiring on the date the next Annual General Meeting is held or is required by
law to be held, whichever is the earlier, after the date the resolution relating to the Share Purchase
Mandate is passed; and
(d)
the Directors of the Company and/or any of them be and are hereby authorised to complete and do
all such acts and things (including executing such documents as may be required) as they and/or he
may consider expedient or necessary to give effect to the transactions contemplated and/or authorised
by this Resolution.
[See Explanatory Note (iv)]
(Resolution 10)
By Order of the Board
Ang Siew Koon
Low Siew Tian
Company Secretaries
Singapore,
1 October 2015
Explanatory Notes:
(i)
Ordinary Resolution 6
The additional Director’s fee proposed for Dr
.
Ho Choon Hou, the Non-Independent Non-Executive Director is based on his additional
active role in the Group.
(ii)
Ordinary Resolution 8
proposed under agenda item 9 above, if passed, will authorise and empower the Directors from the date of this
Annual General Meeting until the next Annual General Meeting to issue shares and/or convertible securities in the Company up to an
amount not exceeding in aggregate 50% of the total number of issued shares excluding treasury shares of which the total number of shares
and convertible securities issued other than on a pro-rata basis to existing shareholders shall not exceed 20% of the total number of issued
shares excluding treasury shares of the Company at the time the resolution is passed, for such purposes as they consider would be in the
interests of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of
the Company.
(iii)
Ordinary Resolution 9
proposed under agenda item 10 above is to authorise the Directors to grant share awards and to issue shares
under the Share Grant Plan approved by the shareholders of the Company at the extraordinary general meeting held on 18 October 2013.
