Corporate News
Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Willas-Array Electronics (Holdings) Limited ("the Company") will be held on August 28, 2001 at 3.00 p.m. at Function Room Three, Level Two, Sheraton Towers Singapore, Thirty-Nine Scotts Road, Singapore 228230 to transact the following business:-
AS ORDINARY BUSINESS
1. To read, consider and adopt the Directors' Report and Audited Accounts of the Company for the financial period ended March 31, 2001 together with the Auditors' Report thereon. [Resolution 1]
2. To approve the proposed Directors' fees of S$100,000/- for the financial year ending March 31,
2002. [Resolution 2]
3. To re-elect the following Directors retiring pursuant to the Company's Bye-Laws:
(a) Mr Leung Chun Wah {retiring pursuant to Bye-Law 104} [Resolution 3]
(b) Mr Jovenal R. Santiago {retiring pursuant to Bye-Law 107(B)} [Resolution 4]
(c) Mr Wong Kwan Seng Robert {retiring pursuant to Bye-Law 107(B)} [Resolution 5]
Mr Leung Chun Wah will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and will be considered non-independent for the purposes of Clause 902(4)(a) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Mr Jovenal R. Santiago and Mr Wong Kwan Seng Robert will, upon re-election as Directors of the Company, remain as members of the Audit Committee and will be considered independent for the purposes of Clause 902(4)(a) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
4. To re-appoint Messrs Deloitte & Touche, Singapore as the Company's Auditors and to authorise the Directors to fix their remuneration. [Resolution 6]
5. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modifications:-
6. Authority to allot and issue shares up to 50% of issued capital
"THAT pursuant to Clause 941(3)(b) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors of the Company be and are hereby authorised to issue and allot new shares in the Company (whether by way of rights, bonus or otherwise) 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, PROVIDED ALWAYS that the aggregate number of shares to be issued pursuant to this Resolution shall not exceed 50% of the issued share capital of the Company for the time being, of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company shall not exceed 20% of the issued share capital of the Company for the time being, and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the Company's next Annual General Meeting or the date by which the Company's next Annual General Meeting is required by law or by the Bye-Laws of the Company to be held, whichever is the earlier." [Resolution 7]
[See Explanatory Note (i)]
7. Authority to grant options and issue shares under the Willas-Array Electronics Employee Share Option Schemes
"THAT the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the Willas-Array Electronics Employee Share Option Scheme ("ESOS") II and to issue such shares as may be required to be issued pursuant to the exercise of the options under ESOS I and II provided always that the aggregate number of shares to be issued pursuant to ESOS I and II shall not exceed 15% of the issued share capital of the Company from time to time". [Resolution 8]
[See Explanatory Note (ii)]
8. Approval of Shareholders' Mandate for Interested Person Transactions
"THAT approval be and is hereby given for the purposes of Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the renewal of the Shareholders' Mandate for the Company, its subsidiaries and target associated companies or any of them to enter into any of the transactions falling within the types of interested person transactions, particulars of which are set out on pages 89 to 95 of the Company's Prospectus dated June 21, 2001 ("Prospectus"), with the interested persons described in the Prospectus; provided that such transactions are carried out in the normal course of business, at arm's length and on normal commercial terms and are not prejudicial to our Shareholders and are in accordance with the guidelines of the Company for interested person transactions as set out in the Prospectus;
THAT such Shareholders' Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the next Annual General Meeting of the Company; and
THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the Shareholders' Mandate and/or this Resolution." [Resolution 9]
[See Explanatory Note (iii)]
BY ORDER OF THE BOARD
Jennifer Lee Siew Jee
Company Secretary
Singapore,
August 3, 2001
Notes:
1. With the exception of the Central Depository (Pte) Ltd. (the "Depository") who may appoint more than two proxies, a shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint no more than two proxies to attend and vote on its behalf. A proxy need not be a shareholder of the Company.
2. Where a form of proxy appoints more than one (1) proxy (including the case where such appointment results from a nomination by the Depository), the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy.
3. A corporation which is a shareholder of the Company may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its corporate representative at the meeting.
4. To be valid, the instrument appointing a proxy or proxies, or nominating a proxy or proxies on behalf of the Depository together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the office of Compact Administrative Services Pte Ltd, the Company's Singapore Share Transfer Agent, at 95 South Bridge Road #10-10 Pidemco Centre Singapore 058717 not less than 48 hours before the time appointed for holding the meeting or at any adjournment thereof.
EXPLANATORY NOTES ON ORDINARY RESOLUTIONS TO BE PASSED:
(i) The proposed Resolution 7, if passed, will empower the Directors of the Company from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue new shares in the Company (whether by way of rights, bonus or otherwise). The number of shares which the Directors may issue under this Resolution would not exceed 50% of the issued share capital of the Company for the time being. For issues of shares other than on a pro-rata basis to all shareholders of the Company, the aggregate number of shares to be issued shall not exceed 20% of the issued share capital of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.
(ii) The proposed Resolution 8, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual General Meeting, to issue shares up to an amount in aggregate not exceeding 15% of the issued share capital of the Company from time to time pursuant to the exercise of the options under the ESOS I and II.
(iii) The proposed Resolution 9, if passed, will empower the Directors of the Company from the date of the above Meeting until the date of the next Annual General Meeting, to continue to enter into interested person transactions, particulars of which are set out on pages 89 to 95 of the Prospectus. This authority will, unless previously revoked or varied at a general meeting, expire at the date of the next Annual General Meeting of the Company.
IMPORTANT NOTICE
Under the Companies Act 1981 of Bermuda (as amended) (the "Companies Act"), only those persons who agree to become a shareholder of a Bermuda company and whose names are entered on the register of members of such company may be shareholders, with rights to attend and vote at general meetings. Accordingly, depositors registered and holding shares through the Depository would not be recognised as shareholders of the Company, and would not have a right to attend and to vote at general meetings convened by the Company. In the event that depositors wish to attend and vote at general meetings of the Company, they would have to do so through the Depository appointing them as a proxy, pursuant to the Bye-Laws and the Companies Act. The proxy form would need to be completed by and deposited within the specified time frame, to enable such depositor as proxy to attend and vote at the relevant general meeting of the Company.
