NOTICE OF ANNUAL GENERAL MEETING
Annual Report 2015
Karin Technology Holdings Limited
125
10.
Proposed Renewal of the Share Buyback Mandate
”That:
(a)
pursuant to the Bye-laws, the Companies Act 1981 of Bermuda (the
“
Companies Law
”), the Companies Act (Chapter 50) of Singapore (the
“
Singapore Companies Act
”) and the Listing Manual of the SGX-ST, approval
be and is hereby given for the renewal of the Share Buyback Mandate (as
hereinafter defined) and the Directors be authorised to exercise all the powers
of the Company to purchase or otherwise acquire Shares not exceeding in
aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as
may be determined by the Directors from time to time up to the Maximum
Price (as hereafter defined) whether by way of:
(i)
on-market purchase(s) (“
Market Purchases
”), transacted on the SGX-
ST through its ready market or, as the case may be, any other stock
exchange on which the Shares may for the time being be listed and
quoted, through one or more duly licensed stockbrokers appointed
by the Company for the purpose; and/or
(ii)
off-market purchase(s) (“
Off-Market Purchases
”) (if effected
otherwise than on the SGX-ST) in accordance with an equal access
scheme(s) as may be determined or formulated by the Directors as
they may consider fit and in the interests of the Company, which
scheme(s) shall satisfy all the conditions prescribed by the Bye-laws
and the Listing Manual,
and otherwise in accordance with other laws and regulations (the “
Share
Buyback Mandate
”); and
(b)
any Share that is purchased or otherwise acquired by the Company pursuant to
the proposed Share Buyback Mandate shall, at the discretion of the Directors,
either be cancelled or held in treasury and dealt with in accordance with the
Companies Law;
(c)
unless varied or revoked by the Company in general meeting, the authority
conferred on the Directors pursuant to the Share Buyback Mandate may
be exercised by the Directors at any time and from time to time during the
period commencing from the passing of this resolution and expiring on the
earlier of:
(i)
the date on which the Annual General Meeting is held or required
by law or the Bye-laws to be held;
(ii)
the date on which Share purchases or acquisitions pursuant to the
Share Buyback Mandate are carried out to the full extent mandated;
or
(iii)
the date on which the authority conferred by the Share Buyback
Mandate is varied or revoked at a general meeting,
(the “
Relevant Period
”).
(Resolution 11)
