Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of SAMUDERA SHIPPING LINE LTD ("the Company") will be held at Amara Hotel, 165 Tanjong Pagar Road, Singapore 088539, Connection 2, Level 3 on Wednesday, 28 May 2003, at 10.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and the Audited Accounts of the
Company for the year ended 31 December 2002 together with the Auditors' Report
thereon. (Resolution 1)
2. To declare a first and final tax exempt dividend of 0.50 cents per share for the year
ended 31 December 2002 (2001: 0.30 cents per share). (Resolution 2)
3. To re-appoint Mr Soedarpo Sastrosatomo as a Director retiring pursuant to
Section 153(6) of the Companies Act, Cap. 50. (Resolution 3)
4. To re-elect the following Directors retiring pursuant to Articles 91 and 92 of the
Company's Articles of Association:-
Mr Chng Hee Kok (Resolution 4)
Mr David Lim Teck Leong (Resolution 5)
Mr Dhrubajyoti Das (Resolution 6)
Mr Chng and Mr Lim will, upon re-election as Directors of the Company, remain as
Chairman and a member of the Audit Committee respectively and will be considered
independent for the purposes of Rule 704(8) of Listing Manual of the Singapore
Exchange Securities Trading Limited.
5. To approve the payment of Directors' fees of S$70,000 for the year ended
31 December 2002 (2001: S$70,000). (Resolution 7)
6. To re-appoint Ernst & Young as the Company's Auditors and to authorise the
Directors to fix their remuneration. (Resolution 8)
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 fit, to pass the following resolutions as Ordinary
Resolutions, with or without any modifications:
8. Authority to allot and issue shares up to 50 per centum (50%) of issued capital
That pursuant to Section 161 of the Companies Act, Cap. 50 and and Rule 806(2) of the
Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors be
empowered to allot and issue shares in the capital of the Company at any time and upon
such terms and conditions and for such purposes as the Directors may, in their absolute
discretion, deem fit provided that the aggregate number of shares to be allotted and issued
pursuant to this Resolution shall not exceed fifty per centum (50%) of the maximum potential
issued share capital of the Company at the time of the passing of this Resolution ("Maximum
Share Capital"), of which the aggregate number of shares to be issued other than on a pro
rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of
the Maximum Share Capital of the Company and that such authority shall, unless revoked
or varied by the Company in general meeting, continue in force until the conclusion of the
Company's next Annual General Meeting or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is earlier.
[See Explanatory Note (i)] (Resolution 9)
By Order of the Board
Yeo Poh Noi Caroline / Linda Law
Company Secretaries
Singapore, 9 May 2003
Explanatory Notes:
(i) The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares in the Company. The number of shares that the Directors may allot and issue under this Resolution would not exceed fifty per centum (50%) of the Maximum Share Capital of the Company at the time of the passing of this resolution. For issue of shares other than on a pro rata basis to all shareholders, the aggregate number of shares to be issued shall not exceed twenty per centum (20%) of the Maximum Share Capital of the Company.
The Maximum Share Capital is the maximum potential share capital of the Company at the date the proposed Ordinary Resolution is passed (taking into account the conversion or exercise of any convertible securities and employee share options on issue at the time this proposed Ordinary Resolution is passed, which were issued pursuant to previous shareholders' approval), adjusted for any subsequent consolidation or subdivision of shares.
Note:
1. A Member entitled to attend and vote at the Annual General (the "Meeting") is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 72 Anson Road #06-01 Anson House Singapore 079911, not less than 48 hours before the time appointed for holding the Meeting.