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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 Mandarin Orchard Singapore, Mandarin Ballroom II Level 6, Main Tower, 333 Orchard Road, Singapore 238867,
on Wednesday, 23
rd
April 2014 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 nancial
year ended 31 December 2013 together with the Auditors’ Report thereon.
(Resolution 1)
2.
To declare nal dividend (tax exempt one-tier) of S$0.0275 per ordinary share for the nancial year ended 31
December 2013.
(Resolution 2)
3.
To approve the payment of Directors’ fees of S$340,000 in advance for the nancial year ending 31 December
2014.
(Resolution 3)
4.
To re-elect the following Directors of the Company who retire pursuant to Article 91 of the Articles of Association
of the Company:
Mr Ho Yew Mun
(Resolution 4)
Mr Tan Teng Muan
(Resolution 5)
[See Explanatory Note (i)]
5.
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 of ce from the date of this Annual General Meeting until the
next Annual General Meeting of the Company.
(Resolution 6)
[See Explanatory Note (ii)]
6.
To re-appoint Messrs Ernst & Young LLP, Certi ed Public Accountants, as the Auditors of the Company and to
authorise the Directors of the Company to x their remuneration.
(Resolution 7)
7.
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought t, to pass the following resolutions as Ordinary Resolutions, with or without any modi cations:
8.
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 t; and
79
Overseas Education Limited AR 2013
INVESTING IN EDUCATION