Announcements & News Releases

Notice Of Extraordinary General Meeting

Nov 05, 2003

HYFLUX LTD
(Incorporated in the Republic of Singapore)

NOTICE OF EXTRAORDINARY GENERAL MEETING



NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Company will be held at 40 Changi South Street 1, Singapore 486764 on 24 November 2003 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as Special and Ordinary Resolutions, with or without any amendment:-

SPECIAL RESOLUTION

Amendments to Articles of Association

THAT Articles of Association of the Company be amended in the manner as set out on pages 7 to 17 of the Circular to Shareholders dated 31 October 2003.

ORDINARY RESOLUTIONS

1. Bonus Issue

THAT approval be and is hereby given to the Directors of the Company pursuant to Article 134 of the Articles of Association of the Company:-

  •  
      (a) to capitalise the sum of up to S$3,153,594 being part of the amount for the time being standing to the credit of the Company's share premium account and to apply the said sum in paying up in full at par up to 63,071,873 new Shares of S$0.05 each in the capital of the Company ("Bonus Shares"), credited as fully paid-up on issue, to each of the persons who, as at a date to be determined by the Directors ("Books Closure Date"), are holders of Shares in the Company (the "Shareholders") in the proportion (or so nearly as possible in the proportion) of one (1) Bonus Share for every four (4) ordinary shares of S$0.05 each then held by such Shareholders as at the Books Closure Date, fractional entitlements to be disregarded and disposed of in such manner as the Directors in their absolute discretion deem fit for the benefit of the Company, and such Bonus Shares to rank pari passu in all respects with the existing ordinary shares of S$0.05 each in the capital of the Company; and
  •  
      (b) to take such steps and exercise such discretion and do all such acts and things as the Directors may from time to time deem fit in connection with all or any of the foregoing matters or as they may consider necessary or expedient to effect and implement the foregoing.


2. Modifications to the Hyflux Employees' Share Option Scheme

  •  
      THAT the Rules of the Hyflux Employees' Share Option Scheme (the "Scheme") be modified in the manner and to the extent set out in the Appendix to the Circular to the Company's Shareholders dated 31 October 2003.


3. Participation of Ms Olivia Lum Ooi Lin in the Hyflux Employees' Share Option Scheme

  •  
      THAT subject to and contingent upon Ordinary Resolution 2 being passed for the modification of the Scheme, Ms Olivia Lum Ooi Lin, a Controlling Shareholder (who shall abstain from voting), shall be entitled to participate in the Scheme in accordance with the rules thereof Provided that her maximum entitlement for the duration of the Scheme shall not exceed ten per cent (10%) of the total number of Shares which may be issued by the Company (including any Shares which may be issued pursuant to any adjustments made under the Scheme) pursuant to the exercise of Options under the Scheme.


4. Grant of Options to Ms Olivia Lum Ooi Lin who is a Controlling Shareholder

  •  
      THAT subject to Resolutions 2 and 3 above being approved, Options be offered and granted to Ms Olivia Lum Ooi Lin on the following terms:-
(i) Proposed Date of Grant : Any time within two weeks from the date of approval hereof
(ii) Number of Scheme Shares : 1,000,000 Scheme Shares
(iii) Subscription Price per :
Scheme Share
Market Price (as defined in the Scheme)
(iv) Option Period : The Options will be exercisable at any time during the period prescribed by Rule 7 of the Scheme



BY ORDER OF THE BOARD


Lim Kim Seng
Company Secretary
31 October 2003


IMPORTANT : Please read notes below.



NOTES:

1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint no more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company.

2. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf.

3. An instrument of proxy must be deposited at the registered office of the Company at 40 Changi South Street 1, Singapore 486764 not later than 48 hours before the time appointed for the Extraordinary General Meeting.



HYFLUX LTD
(Incorporated in the Republic of Singapore)
EXTRAORDINARY GENERAL MEETING
PROXY FORM


(You are advised to read the notes below before completing this form)

I/We,______________________________________________________________________

of________________________________________________________________________

being a member/members of Hyflux Ltd (the "Company"), hereby appoint:-

Name
Address
NRIC/Passport No.
Proportion of
Shareholding (%)
       

and/or (delete as appropriate)

Name
Address
NRIC/Passport No.
Proportion of
Shareholding (%)
       

as my/our proxy to vote for me/us and on my/our behalf and, if necessary to demand a poll, at an Extraordinary General Meeting of the Company to be held at 40 Changi South Street 1, Singapore 486764 on 24 November 2003 at 10.30 a.m. and at any adjournment thereof.

I/We have indicated with an "X" in the appropriate box below how I/we wish my/our proxy to vote. If no specific direction as to voting is given, my/our proxy may vote or abstain at his discretion as he will on any other matters arising at the Extraordinary General Meeting.

 
FOR
AGAINST
SPECIAL RESOLUTION    
ORDINARY RESOLUTION (1)    
ORDINARY RESOLUTION (2)    
ORDINARY RESOLUTION (3)    
ORDINARY RESOLUTION (4)    

Dated this _______ day of __________ 2003

Total Number
of Shares held
____________________________________________


Signature(s) of Members/Corporation's Common Seal

IMPORTANT : Please read notes on the next page.




NOTES:

a. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members of the Company, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, this instrument of proxy will be deemed to relate to all the Shares held by you.

b. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint no more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company. Where a member appoints two proxies, the appointments shall be deemed to be alternative unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.

c. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy by resolution of its directors or other governing body such person as it thinks fit to vote on its behalf.

d. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 40 Changi South Street 1, Singapore 486764 not later than forty-eight (48) hours before the time appointed for the Extraordinary General Meeting.

e. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies.

f. In the case of members whose Shares are deposited with The Central Depository (Pte) Limited ("CDP"), the Company shall be entitled to reject any instrument appointing a proxy or proxies lodged if such members are not shown to have Shares entered against their names in the Depository Register as at forty-eight (48) hours before the time appointed for holding the Extraordinary General Meeting as certified by CDP to the Company.

g. The instrument appointing a proxy or proxies must be under the hand of the appointor or 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 common seal or under the hand of its attorney or a duly authorised officer.

h. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.



Submitted by Lim Kim Seng, Company Secretary on 05/11/2003 to the SGX