Explanatory Notes:
1.
Ms Ng Kheng Choo will, upon re-election as a Director, remain as the Chairman of the Nominating Committee
and a member of the Audit and Remuneration Committees of the Company, and will be considered independent
for the purposes of Rule 704(7) of the Catalist Rules.
2.
The Ordinary Resolution 7 proposed in item 6 above, if passed, will empower the Directors, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is
earlier, to issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such
Instruments, up to a number not exceeding, in total, 100% of the total number of issued Shares (excluding
treasury shares), of which up to 50%may be issued other than on a pro rata basis to shareholders of the Company.
3.
The Ordinary Resolution 8 proposed in item 7 above, if passed, will empower the Directors, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is earlier,
to allot and issue Shares pursuant to the awards granted under the ISOTeam PSP up to a number not exceeding,
in total, 15% of the total issued share capital of the Company from time to time.
4.
The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors from the date the
AGM until the date of the next AGM is to be held or is required by law to be held, whichever is the earlier, to make
purchase (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) from
time to time of up to 10% of the total number of issued Shares excluding any Shares which are held as treasury
shares of the Company at prices up to but not exceeding the Maximum Price. The rationale for, the authority and
limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing
and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buy
Back Mandate are set out in greater detail in the Addendum accompanying this notice.
Notes:
(i)
(a)
A shareholder of the Company entitled to attend and vote at the AGM and who is not a relevant
intermediary may appoint not more than two proxies to attend and vote in his stead.
(b)
A shareholder of the Company entitled to attend and vote at the AGM and who is a relevant intermediary
may appoint more than two proxies provided that each proxy is appointed to exercise the rights attached
to different shares held by the shareholder.
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act.
(ii)
A proxy need not be a shareholder of the Company.
(iii)
If a proxy is to be appointed, the instrument appointing a proxy must be duly deposited at the registered office
of the Company at No. 57 Kaki Bukit Place, Eunos Techpark, Singapore 416231 not later than 48 hours before
the time appointed for the holding of the AGM.
(iv)
The instrument appointing a proxy must be signed by the appointor or his attorney duly authorised in writing.
Where the instrument appointing a proxy is executed by a corporation, it must be executed either under its
common seal or under the hand of any officer or attorney duly authorised.
(v)
A Depositor’s name must appear on the Depository Register maintained by the Central Depository (Pte) Limited
as at 72 hours before the time fixed for holding the AGM in order for the Depositor to be entitled to attend and
vote at the AGM.
NOTICE OF ANNUAL GENERAL MEETING
ISOTEAM LTD. (REgISTRATIOn nuMBER 201230294M)
118
ISOTEAM LTD.
ANNUAL REPORT 2016
