230 | CapitaLand Limited Annual Report 2014
Appendix
Notice of Annual General Meeting
EXPLANATORY NOTES:
(cont’d)
3. Ordinary Resolutions 5(a) and 5(b)
Ms Euleen Goh Yiu Kiang will, upon re-election, continue to serve as Chairman of the Audit Committee and
a Member of the Risk Committee, respectively.
Tan Sri Amirsham Bin A Aziz will, upon re-election, continue to serve as Chairman of the Risk Committee and
a Member of the Audit Committee, respectively.
Ms Goh and Tan Sri Amirsham are considered as independent Directors. Please refer to the “Board of Directors”
section of the Company’s Annual Report 2014 for information on the current directorships in other listed companies
and other principal commitments of Ms Goh and Tan Sri Amirsham, respectively.
Mr Peter Seah Lim Huat, an independent Director, will also retire by rotation pursuant to Article 95 of the Company’s
Articles of Association at the AGM. He has given notice to the Company that he is not seeking re-election at the
AGM. His retirement from the Board will take effect upon the conclusion of the AGM. Mr Seah will, upon retirement,
cease to be Deputy Chairman of the Board, Chairman of the Finance and Budget Committee and Nominating
Committee respectively and a Member of the ERCC.
4. Ordinary Resolution 6
Mr Kee Teck Koon will, upon re-election, continue to serve as a Member of the Risk Committee. Mr Kee is considered
as an independent Director. Please refer to the “Board of Directors” section of the Company’s Annual Report 2014
for information on the current directorships in other listed companies and other principal commitments of Mr Kee.
5. Ordinary Resolution 8
Ordinary Resolution 8, if passed, will empower the Directors to issue shares in the Company and to make or grant
instruments (such as securities, warrants or debentures) convertible into shares, and to issue shares in pursuance
of such instruments from the date of the AGM until the date of the next annual general meeting of the Company
unless such authority is earlier revoked or varied by the shareholders of the Company at a general meeting.
The aggregate number of shares which the Directors may issue (including shares to be issued pursuant to
convertibles) under this Resolution must not exceed mfty per cent. (50%) of the total number of issued shares
(excluding treasury shares) in the capital of the Company with a sub-limit of ten per cent. (10%) for issues other
than on a pro rata basis. For the purpose of determining the aggregate number of shares that may be issued,
the total number of issued shares (excluding treasury shares) in the capital of the Company will be calculated
based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time
that Ordinary Resolution 8 is passed, after adjusting for (a) 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 that Ordinary Resolution 8 is passed, and (b) any subsequent bonus issue, consolidation or subdivision of
shares. The sub-limit of ten per cent. (10%) for issues other than on a pro rata basis is below the twenty per cent.
(20%) sub-limit permitted by the Listing Manual of the SGX-ST. The Directors believe that the lower sub-limit of
ten per cent. (10%) would sufmciently address the Company’s present need to maintain nexibility while taking into
account shareholders’ concerns against dilution.
6. Ordinary Resolution 9
Ordinary Resolution 9, if passed, will empower the Directors to grant awards under the Performance Share Plan
and the Restricted Share Plan, and to allot and issue shares pursuant to the vesting of such awards provided that
the aggregate number of shares to be issued, when aggregated with existing shares (including treasury shares
and cash equivalents) delivered and/or to be delivered pursuant to the Performance Share Plan, the Restricted
Share Plan and all shares, options or awards granted under any other share schemes of the Company then in force,
does not exceed mve per cent. (5%) of the total number of issued shares (excluding treasury shares) in the capital
of the Company from time to time. The maximum level allowable, across the entire duration of the Performance
Share Plan and the Restricted Share Plan, is eight per cent. (8%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company from time to time (the “Overall Limit”). The Directors believe that
the lower level of mve per cent. (5%) in Ordinary Resolution 9 is adequate for the Company’s current needs.
The approval of shareholders may be sought at any subsequent annual general meeting of the Company for
another level, including a higher level up to the full extent of the Overall Limit, if then considered appropriate.
The Directors also currently do not intend, in any given mnancial year, to grant awards under the Performance
Share Plan and the Restricted Share Plan which, collectively, would comprise more than one per cent. (1%) of
the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time (the
“Yearly Limit”). Should the Yearly Limit not be fully utilised in any given mnancial year, the unutilised balance will
be carried forward and may be used by the Directors in subsequent years to make grants of awards under the
Performance Share Plan and the Restricted Share Plan.
