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86 GoodLand Group Limited
Company (other than a reduction by virtue of a share buy-back) in accordance with the applicable provisions
of the Companies Act, at any time during the Relevant Period (as hereinafter defned) in which event the
issued ordinary shares of the Company shall be taken to be the total number of the issued ordinary shares of the
Company as altered by such capital reduction (the total number of ordinary shares shall exclude any ordinary
shares that may be held as Treasury Shares by the Company from time to time);
“Relevant Period” means the period commencing from the date of the passing of this Resolution 8 and expiring
on the earliest of the date the next annual general meeting of the Company is held or is required by law to be
held, or the date the said mandate is revoked or varied by the Company in a general meeting;
“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price (excluding
brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which
shall not exceed:
(i) in the case of a Market Purchase, fve per cent. (5%) above the average of the closing market prices of the
Shares over the fve (5) Market Days on which transactions in the Shares were recorded before the day on
which the Market Purchase was made by the Company and deemed to be adjusted for any corporate
action that occurs after the relevant fve (5)-day period; and
(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, 15% above the average of
the closing market prices of the Shares over the fve (5) Market Days on which transactions in the Shares
were recorded before the day on which the Company makes an announcement of an offer under the
Off-Market Purchase scheme stating the purchase price (which shall not be more than the Maximum Price
calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for
effecting the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after
the relevant fve (5)-day period; and
“Market Day” means a day on which the SGX-ST is open for trading in securities;
(d) the number of Shares which may in aggregate be purchased or acquired by the Company during the
Relevant Period shall be subject to the Maximum Limit;
(e) the Directors of the Company and/or any of them be and are hereby authorised to deal with the Shares
purchased by the Company, pursuant to the Share Buy-Back Mandate in any manner as they think ft,
which is permitted under the Companies Act; and
(f) the Directors of the Company and/or any of them be and are hereby authorised to complete and do
all such acts and things (including without limitation, to execute all such documents as may be required
and to approve any amendments, alterations or modifcations to any documents), as they and/or he
may consider desirable, expedient or necessary to give effect to the transactions contemplated by this
Resolution 8.
[Explanatory Note: 2] Resolution 8
Explanatory Notes:
1. The Resolution 7 in item 7, if passed, will empower the Directors of the Company, effective until the conclusion
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 earlier, to
allot and issue Shares and convertible securities in the Company, without seeking any further approval from
shareholders in general meeting but within the limitation imposed by this Resolution 7, for such purposes as the
Directors may consider would be in the best interests of the Company. The number of Shares and convertible
securities that the Directors may allot and issue under this Resolution 7 would not exceed one hundred per
cent. (100%) of the total number of issued Shares in the capital of the Company (excluding treasury shares)
at the time of the passing of this Resolution 7. For issue of Shares and convertible securities other than on a
pro-rata basis to all shareholders, the aggregate number of Shares and convertible securities to be issued shall
not exceed ffty per cent. (50%) of the total number of issued Shares in the capital of the Company (excluding
treasury shares) at the time of the passing of this Resolution 7.
2. The Ordinary Resolution 8 proposed in item 8 above, if passed, renews the Share Buy-Back Mandate authorising
the Directors of the Company, from time to time, to buy back shares of the Company by way of market
purchase(s) and/or off-market purchase(s) subject to and in accordance with the prescribed rules and
regulations governed by the Companies Act, the Rules of Catalist and such other laws and regulations as may
for the time being applicable.
Notice Of Annual General Meeting