Baker Technology Limited
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137
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ExplanatoryNotes:
i.
OrdinaryResolution 4 is to re-electMr TanYangGuan, whowill upon re-election, remain asNon-Executive
Director andwill be considered non-independent.
ii.
OrdinaryResolution5 is to re-electMrAngMiahKhiang,whowillupon re-election, remainas theChairmanof
theAuditCommitteeandamember of theRemunerationCommittee.MrAngwill beconsidered independent.
iii.
Ordinary Resolution 6 is to re-elect Ms Han Sah Heok Vicky, who will upon re-election, remain as the
Chairman of theRemunerationCommittee and amember of theAudit andNominatingCommittee.MsHan
will be considered independent.
iv.
Ordinary Resolution 8 is to empower the Directors of the Company, effective until the conclusion of the
nextAnnual GeneralMeeting of theCompany, or the date bywhich the nextAnnual GeneralMeeting 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 shareholders.
For determining the aggregate number of shares that may be issued, the total number of issued shares
(excluding treasury shares) will be calculated based on the total number of issued shares (excluding treasury
shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new
shares arising from the conversion or exercise of any convertible securities or share options or vesting of
share awardswhich areoutstandingor subsisting at the timewhen thisOrdinaryResolution is passed and any
subsequent bonus issue, consolidation or subdivision of shares.
Notes:
1. Amember of theCompany (other than aRelevant Intermediary*) entitled to attend andvote at theAnnualGeneralMeeting is entitled
toappoint notmore than twoproxies toattendandvoteonhis/her behalf.Amember of theCompany,which is acorporation, is entitled
to appoint its authorised representative or proxy to vote on its behalf.Aproxy need not be amember of theCompany.
2. ARelevant Intermediary*may appoint more than two proxies, but each proxymust be appointed to exercise the rights attached to a
different share or shares held by him (which number and class of shares shall be specified.)
3. The instrument appointingaproxyorproxiesmust bedepositedat the registeredofficeof theCompanyat 10 JalanSamulun, Singapore
629124 not less than 48 hours before the time appointed for holding theAnnualGeneralMeeting.
*ARelevant Intermediary is:
(a) a banking corporation licensed under theBankingAct (Cap. 19) or awholly-owned subsidiary of such a banking corporation, whose
business includes the provision of nominee services andwho holds shares in that capacity;
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and FuturesAct
(Cap. 289) andwho holds shares in that capacity; or
(c) the Central Provident FundBoard established by the Central Provident FundAct (Cap. 36), in respect of shares purchased under the
subsidiary legislationmade under thatAct providing for themaking of investments from the contributions and interest standing to the
credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in
accordancewith that subsidiary legislation.
Noticeof
Annual General Meeting
