Page 90 - ar2012

NOTICE OF ANNUAL GENERAL MEETING
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares pursuant
to any Instrument made or granted by the Directors of the Company while this Resolution was in force,
(the “ Share Issue Mandate”)
provided that:
(1) the aggregate number of shares (including shares to be issued pursuant to the Instruments, made or granted
pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed 50% of
the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be
issued other than on a pro rata basis to existing shareholders of the Company shall not exceed 20% of the total
number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance
with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate
number of shares and Instruments that may be issued under sub-paragraph (1) above, the total number of issued
shares and Instruments shall be based on the number of issued shares (excluding treasury shares) in the capital
of the Company at the time of the passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;
(b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting
at the time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of shares;
(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the
SGX-ST) and the Articles of Association of the Company; and
(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force
(i) until the conclusion of the next Annual General Meeting (“AGM”) of the Company or the date by which the next
AGM of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued
in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares
in accordance with the terms of the Instruments.
[See Explanatory Note (iii)] (Resolution 10)
By Order of the Board
Chew Kok Liang
Company Secretary
Singapore, 8 April 2013
Overseas Education Limited AR 2012
Investing In Education 88
W130220-Overseas Education Limited AR 2012 Financial p25-92.indd 88 26/3/13