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Explanatory Notes:
(i) Ms Wong Lok Hiong will, upon re-election as a director of the Company, remain as executive director and will be
considered non-independent.
Mr Ho Yew Mun will, upon re-election as a director of the Company, remain as the Chairman of the Audit Committee, a
member of the Nominating Committee and Remuneration Committee. Mr Ho Yew Mun will be considered independent
pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.
Mr Leow Wee Kia Clement will, upon re-election as a director of the Company, remain as Chairman of the Nominating
Committee and Remuneration Committee, a member of the AC Committee and an Independent Director. Mr Leow Wee
Kia will be considered independent pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.
(ii) The effect of the Ordinary Resolution 8 is to re-appoint a director of the Company who is over 70 years of age. Mr David
Alan Perry will, upon re-appointment as a director of the Company, remain as Executive Chairman and CEO of the
Company and will be considered non-independent.
(iii) Resolution 10, if passed, will empower the directors of the Company from the date of this AGM until the date of the next
AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority
is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant
instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in
total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to
20% may be issued other than on a pro rata basis to existing shareholders of the Company.
For determining the aggregate number of shares that may be issued, the percentage of issued 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 this Resolution is passed after adjusting for new shares arising from the conversion or exercise
of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding
or subsisting at the time when this Resolution is passed and any subsequent consolidation or subdivision of shares.
Notes :
1. A Member entitled to attend and vote at the AGM (the “Meeting”) is entitled to appoint not more than two proxies to
attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 25F
Paterson Road, Singapore 238515 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
NOTICE OF ANNUAL GENERAL MEETING
8 Overseas Education Limited AR 2012
Investing In Education
W130220-Overseas Education Limited AR 2012 Financial p25-92.indd 89 26/3/13