Download Mortice Limited Notice of AGM Draft 301116 final clean

MORTICE LIMITED
38 Beach Road, #29-11 South Beach Tower
Singapore 189767
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of the Company will be held at 38
Beach Road, South Beach Tower #29-11, Singapore 189767 on Wednesday, 28th December 2016 at
4.00 P.M. Singapore Time or 9.00 A.M. UK Time or 1.30 P.M. India Time to transact the following
business:
ORDINARY BUSINESS
1.
To receive and adopt the Directors' Statement and Audited Financial Statements for the financial
year ended 31 March 2016 together with the Auditor's Report thereon.
(Resolution 1)
2.
To re-elect Dr Keith Hellawell who is retiring by rotation pursuant to Regulation 79 of the
Company's Constitution.
(Resolution 2)
3.
To re-elect the following Directors who are retiring pursuant to Regulation 83 of the Company's
Constitution:
Pallavi Joshi Bakhru
(Resolution 3)
Richard Simon Gubbins
(Resolution 4)
4.
To approve the payment of Directors' fees and remuneration of USD 555,336 for the financial
year ended 31 March 2016.
(Resolution 5)
5.
To re-appoint Messrs Mazars LLP as the Company's Auditors and to authorize the Directors to fix
their remuneration.
(Resolution 6)
TO TRANSACT THE FOLLOWING SPECIAL BUSINESS
To consider and if thought fit, to pass with or without modifications the following as an Ordinary
Resolution:
6.
Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50, and subject to the provisions of the
Constitution of the Company, authority be and is hereby given to the Directors of the Company to:
(a)
issue shares in the capital of the Company to any person at any time and upon such
terms and conditions and for such purposes as the Directors in their absolute discretion
deem fit, including by way of rights, bonus or otherwise; and/or
(b)
make or grant offers, agreements or options (collectively, “Instruments”) that might or
would require shares to be issued, including but not limited to the creation and issue of
(as well as adjustments to) warrants, debentures or other instruments convertible into
shares; and
MORTICE LIMITED
38 Beach Road, #29-11 South Beach Tower
Singapore 189767
Notice of Annual General Meeting
Page 2
(c)
(notwithstanding 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 Board while
this resolution was in force;
provided that:
(a)
the aggregate number of shares to be issued pursuant to this Resolution (including
shares to be issued in pursuance of any Instruments made or granted pursuant to this
Resolution) does not exceed 50% of the total number of issued shares (excluding
treasury shares) in the share capital of the Company at the time this Resolution is
passed, for the purpose of determining the aggregate number of shares that may be
issued under this this Resolution, the percentage of issued shares shall be based on the
total number of issued shares (excluding treasury shares) in the capital of the Company
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)
(b)
any subsequent bonus issue or consolidation or subdivision of shares; and
(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, or the expiration of such other period as may be
prescribed by any other applicable law, regulation or directive (whichever is the earliest).
(Resolution 7)
To consider and if thought fit, to pass the following resolution, with or without modifications, as a Special
Resolution:
7.
Disapplication of Right of Pre-emption
7.1
That subject to and conditional on the passing of Resolution 6 above, the Directors are
authorised to allot and issue ordinary shares for cash or for consideration other than cash
under the authority given by Resolution 6 as though Regulation 4(b)(i) of the Company's
Constitution did not apply to such allotment.
7.2
That the authority conferred by this Resolution shall continue in force (unless revoked or
varied by the Company in general meeting) 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, or the expiration of such other period as
may be prescribed by any other applicable law, regulation or directive (whichever is the
earliest).
(Resolution 8)
MORTICE LIMITED
38 Beach Road, #29-11 South Beach Tower
Singapore 189767
Notice of Annual General Meeting
Page 3
BY ORDER OF THE BOARD
Cheng Lisa
Company Secretary
Date: 2 December 2016
____________________________________________________________________________________
Explanatory Notes:
1.
Ordinary Resolution No. 1 - The Directors are required to present the Directors' Statement and
Audited Financial Statements and Auditor's Report to the meeting.
2.
Ordinary Resolution No. 2 – Re-election of Dr Keith Hellawell - At each Annual General
Meeting, those Directors who are required to retire by rotation pursuant to the Constitution shall
retire and submit themselves for re-election by shareholders. Pursuant to Regulation 79, at each
AGM one-third of the Directors are required to retire from office by rotation.
3.
Ordinary Resolutions No. 3 and 4 – Re-election of a Director - Pursuant to Regulation 83 of
the Constitution, any new Director appointed by the Board since the last Annual General Meeting
is required to retire and submit themselves for re-election.
4.
Ordinary Resolution No. 5 - Approval of Directors' fees and other remuneration Shareholders are required to approve the payment of Directors' fees and remuneration for the
financial year.
5.
Ordinary Resolution No. 6 - Re-appointment of Mazaars LLP as Auditors – At each meeting
at which the Company's accounts are presented to its shareholders, the Company is required to
re-appoint an auditor to serve until the next such meeting and seek shareholder consent for the
Directors to set the remuneration of the auditor.
6.
Ordinary Resolution No. 7 – Authority to issue shares - If passed, will grant Directors the
authority to issue shares, make or grant instruments convertible into shares. This resolution
seeks to renew this authority for a period until the revocation of this resolution by a subsequent
general meeting of the Company, 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, or the expiration of such other period as may be prescribed by any other
applicable law (whichever is the earliest).
7.
Special Resolution No. 8 – Disapplication of pre-emption rights - If passed, will grant the
Directors to allot and issue shares for cash, without first offering them on a pro-rata basis to
existing shareholders, in accordance with Regulation 4(b)(i) of the Company's Constitution, but
only up to a maximum of 50% of the issued shares (excluding treasury shares) in the capital of
the Company at the time this Resolution is passed. If this Resolution is passed, this authority will
continue to be in effect until a resolution is passed by a subsequent general meeting of the
Company, 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, or the
MORTICE LIMITED
38 Beach Road, #29-11 South Beach Tower
Singapore 189767
Notice of Annual General Meeting
Page 4
expiration of such other period as may be prescribed by any other applicable law (whichever is
the earliest).
Notes:
1.
The Chairman of the AGM will be exercising his right under Regulation 62 of the Company's
Constitution to demand a poll in respect of each of the resolutions to be put to the vote of
members at the AGM and at any adjournment thereof. Accordingly, each resolution of the AGM
will be voted by poll.
2.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to
exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A
proxy need not be a member of the Company.
3.
A member who is a relevant intermediary is entitled to appoint more than two proxies to attend,
speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to
a different share or shares held by such member. Where such member’s form of proxy appoints
more than two proxies, the number and class of shares in relation to which each proxy has been
appointed shall be specified in the form of proxy.
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act,
Chapter 50.
4.
The instrument appointing a proxy or proxies must be deposited at the registered office of the
Company at 38 Beach Road, #29-11 South Beach Tower, Singapore 189767, not less than
forty-eight (48) hours before the time appointed for the Meeting, being no later than 4.00 p.m. on
26 December 2016.
5.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his
attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is
executed by a corporation, it must be executed either under its seal or under the hand of an
officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is
executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly
certified copy thereof must be lodged with the instrument.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the
Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the
collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose
of the processing and administration by the Company (or its agents) of proxies and representatives
appointed for the Annual General Meeting (including any adjournment thereof), and in order for the Company
(or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively the
"Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies)
and/or representative(s) for the collection, use and disclosure by the Company (or its agents), the member
has obtained the prior consent of such proxy(ies) or representative(s)for the collection, use and disclosure
by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the
Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities,
claims, demands, losses and damages as a result of the member's breach of warranty.