provided that:
(1)
the aggregate number of Shares (including Shares to be issued in pursuance of the
Instruments, made or granted pursuant to this Resolution) to be issued pursuant to
this Resolution shall not exceed one hundred per centum (100%) of the total number
of issued Shares (excluding treasury shares) (as calculated in accordance with sub-
paragraph (2) below), of which the aggregate number of Shares and Instruments to be
issued other than on a pro rata basis to shareholders of the Company shall not exceed
fifty per centum (50%) of the total number of issued Shares (excluding treasury shares)
(as calculated in accordance with sub-paragraph (2) below);
(2)
(subject to such 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) shall be based
on the total number of issued Shares (excluding treasury shares) at the time of the
passing of this Resolution, after adjusting for:
(a)
new Shares arising from the conversion or exercise of any 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 of the passing of this
Resolution; 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 Catalist Rules for the time being in force (unless such
compliance has been waived by the SGX-ST) and the Constitution of the Company for
the time being; and
(4)
unless revoked or varied by the Company in a general meeting, such authority
conferred by this Resolution shall continue in force until the conclusion of the next
AGM of the Company or the date by which the next AGM of the Company is required
by law to be held, whichever is earlier.
(see explanatory note 2)
7.
That pursuant to Section 161 of the Companies Act, the Directors be authorised to grant
awards in accordance with the provisions of the ISOTeam Performance Share Plan (“ISOTeam
PSP”) and to allot and issue from time to time such number of fully paid-up Shares as may be
required to be allotted and issued pursuant to the awards granted under the ISOTeam PSP,
provided always that the aggregate number of Shares to be allotted and issued pursuant to
the ISOTeam PSP when added to the number of Shares issued and issuable in respect of all
awards granted under the ISOTeam PSP, shall not exceed 15% of the total issued share capital
of the Company from time to time.
(see explanatory note 3)
(Resolution 8)
NOTICE OF ANNUAL GENERAL MEETING
ISOTEAM LTD. (REgISTRATIOn nuMBER 201230294M)
115
ISOTEAM LTD.
ANNUAL REPORT 2016
