NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of CSE Global Limited (“the Company”) will be held at Suntec Singapore
Convention & Exhibition Centre, Room No. MR 303-304 (Level 3), 1 Raffles Boulevard, Singapore 039593 on Thursday, 16 April 2015 at
2:00p.m for the following purposes:
AS ORDINARY BUSINESS
1.
To receive and adopt theDirectors’ Report and theAuditedFinancial Statements of theCompany for the year ended 31December
2014 together with the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a final (one-tier tax exempt) dividend of Singapore 1.5 cents per ordinary share for the year ended 31 December 2014
(2013: A final and a special one-tier tax exempt dividend totalling 3 Singapore cents per ordinary share).
(Resolution 2)
3.(a) To re-elect the following Directors of the Company retiring pursuant to Articles 95 and 77 of the Articles of Association of the
Company:
Dr Lim Boh Soon [Retiring under Article 95]
(Resolution 3)
Mr Tan Hien Meng [Retiring under Article 77]
(Resolution 4)
Dr LimBoh Soon will, upon re-election as a Director of the Company, remain as a member of the Nominating, Compensation and
Executive Committees and will be considered independent.
Mr Tan Hien Meng, will upon re-election as a Director of the Company, remain as a member of the Audit and Risk, and chairman
of the Strategy Committees and will be considered independent.
(b) To note the retirement of Mr Tan Mok Koon pursuant to Article 95 of the Company’s Articles of Association. Mr Tan has indicated
that he does not wish to seek re-election at this Annual General Meeting.
4.
To re-appoint Mr Lee Soo Hoon as a Director of the Company pursuant to Section 153(6) of the Companies Act, Cap. 50, to hold
office from the date of this Annual General Meeting until the next Annual General Meeting of the Company.
[See Explanatory Note (i)]
Mr Lee Soo Hoon will, upon re-appointment as a Director of the Company, remain as Chairman of the Audit and Risk Committee
and a member of the Nominating Committee and will be considered independent.
(Resolution 5)
5.
To approve the payment of Directors’ fees of S$378,195 for the year ended 31 December 2014 (2013: S$734,744).
(Resolution 6)
6.
To re-appoint Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their
remuneration.
(Resolution 7)
7.
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 resolutions as Ordinary Resolutions, with or without any modifications:
8.
Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited (“SGX-ST”), the Directors of the Company be authorised and empowered to:
(a) (i)
issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii) 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) options, warrants, debentures
or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company
may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any
Instruments made or granted by the Directors of the Company while this Resolution was in force,
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ANNUAL REPORT 2014
