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(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.
(Resolution 8)
[See Explanatory Note (iii)]
By Order of the Board
Chew Kok Liang
Company Secretary
Singapore, 7 April 2014
NOTICE OF ANNUAL GENERAL MEETING
Overseas Education Limited AR 2013
INVESTING IN EDUCATION
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