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84 GoodLand Group Limited
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM”) of Goodland Group Limited (the “Company”)
will be held at Seletar Country Club, 101 Seletar Club Road, Seletar Room, Level 2, Singapore 798273 on Tuesday, 29
January 2013 at 9.00 a.m. to transact the following businesses:
AS ORDINARY BUSINESS:
1. To receive and adopt the Directors’ Report and Audited Accounts for the fnancial year ended 30 September
2012 together with the Auditors’ Report thereon.
Resolution 1
2. To declare a fnal tax-exempt (one-tier) dividend of 0.5 Singapore cents per ordinary share for the fnancial year
ended 30 September 2012.
Resolution 2
3. To approve the payment of Directors’ fees of S$126,000.00 for the fnancial year ending 30 September 2013
(2012: S$126,000.00).
Resolution 3
4. To re-elect the following Directors of the Company retiring pursuant to Article 98 of the Articles of Association of
the Company:-
Mr Ben Tan Chee Beng Resolution 4
Mr Alvin Tan Chee Tiong Resolution 5
5. To re-appoint Messrs Moore Stephens LLP as the auditors of the Company and to authorise the Directors of the
Company to fx their remuneration.
Resolution 6
6. To transact any other ordinary business which may be properly transacted at an AGM.
AS SPECIAL BUSINESS:
To consider and if thought ft, to pass the following resolutions as Ordinary Resolution, with or without anymodifcations:-
7. Authority to allot and issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore (“Companies Act”) and Rule 806 of
the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (“Rules
of Catalist”), the Directors of the Company be authorised and empowered to:
(a) (i) allot and issue shares in the capital of 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 may in their absolute discretion deem ft; and
(b) notwithstanding that the authority conferred by this Resolution may have ceased to be in force, issue Shares
in pursuance of any Instrument made or granted by the Directors while this Resolution is in force,
provided that:
(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or
granted pursuant to this Resolution), to be issued pursuant to this Resolution shall not exceed one hundred
per cent. (100%) of the total number of issued shares in the capital of the Company (excluding treasury
shares) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of
Shares to be issued other than on a pro-rata basis to shareholders of the Company shall not exceed ffty per
cent. (50%) of the total number of issued Shares in the capital of the Company (excluding treasury shares)
(as calculated in accordance with sub-paragraph (2) below);
Notice Of Annual General Meeting