Cordlife Group Limited
Annual Report 2016
127
Notice
of Annual General Meeting
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 in pursuance of 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 pursuant to this Resolution (including shares to be
issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed
fifty per cent. (50%) of the Company’s total number of issued shares excluding treasury shares
(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 existing shareholders of the Company
(including shares to be issued in pursuance of Instruments made or granted pursuant to this
Resolution) does not exceed twenty per cent. (20%) of the Company’s total number of issued
shares excluding treasury shares (as calculated in accordance with sub-paragraph (2) below).
Unless prior shareholder approval is required under the Listing Manual of the SGX-ST, an issue
of treasury shares will not require further shareholder approval, and will not be included in the
aforementioned limits.
(2)
(subject to such manner of calculation 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 excluding treasury shares is based on the Company’s total
number of issued shares excluding treasury shares at the time this Resolution is passed, after
adjusting for:
(i)
new shares arising from the conversion or exercise of any convertible securities or share
options or vesting of share awards which are outstanding or subsisting at the time this
Resolution is passed; and
(ii)
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 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 for the time being 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.”
[See Explanatory Note (ii)]
(Resolution 11)
14.
Authority to grant share awards and to issue shares under the “Cordlife Share Grant Plan” (the “
Share Grant
Plan
”)
“That the Directors be and are hereby authorised to grant awards in accordance with the provisions of the
Share Grant Plan and to allot and issue from time to time such number of fully paid-up shares as may be
required to be delivered pursuant to the vesting of awards under the Share Grant Plan, provided that the total
number of new shares which may be issued or shares which may be delivered pursuant to the awards granted
under the Share Grant Plan, and all shares, options or awards granted under any other share scheme of the
Company then in force, shall not exceed 15% of the issued share capital of the Company (excluding treasury
shares) on the day preceding the relevant date of the award.”
[See Explanatory Note (iii)]
(Resolution 12)
