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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of OVERSEAS EDUCATION LIMITED (the “Company”) will
be held at Four Seasons Hotel Singapore, Four Seasons Ballroom, 2nd floor, 190 Orchard Boulevard, Singapore 248646, on
Tuesday, 23rd April 2013 at 4.30 p.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and the Audited Accounts of the Company and the Group for the financial
year ended 31 December 2012 together with the Auditors’ Report thereon. (Resolution 1)
2. To declare final dividend (tax exempt one-tier) of S$0.0275 per ordinary share for the financial year ended 31 December
2012. (Resolution 2)
3. To approve and ratify the payment of directors’ fees of S$419,623.98 for the financial year ended 31 December 2012.
(Resolution 3)
4. To approve the payment of directors’ fees of S$340,000 in advance for the financial year ending 31 December 2013.
(Resolution 4)
5. To re-elect the following directors of the Company who retire pursuant to the Articles of Association of the Company:
Ms Wong Lok Hiong (Retiring under Article 91) (Resolution 5)
Mr Ho Yew Mun (Retiring under Article 97) (Resolution 6)
Mr Leow Wee Kia Clement (Retiring under Article 97) (Resolution 7)
[See Explanatory Note (i)]
6. To re-appoint Mr David Alan Perry, a director of the Company retiring pursuant to Section 153(6) of the Companies Act,
Chapter. 50, who is over 70 years of age, to hold office from the date of this Annual General Meeting until the next Annual
General Meeting of the Company. (Resolution 8)
[See Explanatory Note (ii)]
7. To re-appoint Messrs Ernst & Young LLP, Certified Public Accountants, as the Auditors of the Company and to authorise
the Directors of the Company to fix their remuneration. (Resolution 9)
8. 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:
9. Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Cap. 50
and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited
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
8 Overseas Education Limited AR 2012
Investing In Education
W130220-Overseas Education Limited AR 2012 Financial p25-92.indd 87 26/3/13