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, Ballroom 1, Level 3, on Thursday, 29 April 2004 at 11.00 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 2003 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 2003 (2002: 0.50 cents per share). | (Resolution 2) |
| 3. | To pass the following Ordinary Resolution pursuant to Section 153(6) of the Companies Act, Cap. 50:
"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Soedarpo Sastrosatomo be re-appointed a Director of the Company to hold office until the next Annual General Meeting." [see Explanatory Note (i)] |
(Resolution 3) |
| 4. | To re-elect the following Directors retiring pursuant to Articles 91 and 92 of the Company's Articles of Association:
Mr Randy Effendi |
(Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7) |
| 5. | To approve the payment of Directors' fees of S$126,875 for the year ended 31 December 2003 (2002: S$70,000). | (Resolution 8) |
| 6. | To re-appoint Messrs Ernst & Young as the Company's Auditors and to authorise the Directors to fix their remuneration. | (Resolution 9) |
| 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 resolution as an Ordinary Resolution, with or without any modifications: | | |
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| 8. | Authority to allot and issue shares up to 50 per centum (50%) of issued share capital
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors be empowered to allot and issue shares and convertible securities 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 (including shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution) to be allotted and issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the issued share capital of the Company at the time of the passing of this Resolution, of which the aggregate number of shares and convertible securities 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 issued share capital of the Company and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force (i) 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 or (ii) in the case of shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of such convertible securities. [See Explanatory Note (ii)] |
(Resolution 10) |
By Order of the Board
Yeo Poh Noi Caroline / Linda Law
Company Secretaries
Singapore, 13 April 2004
Explanatory Notes:
(i) The effect of the Ordinary Resolution 3 proposed in item 3 above, is to re-appoint a director who is over 70 years of age.
(ii) The Ordinary Resolution 10 proposed in item 8 above, if passed, will empower the Directors from the date of this Meeting until the date of the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or when varied or revoked by the Company in general meeting, whichever is the earlier, to allot and issue shares and convertible securities in the Company. The number of shares and convertible securities that the Directors may allot and issue under this resolution would not exceed fifty per centum (50%) of the issued capital of the Company at the time of the passing of this resolution. 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 twenty per centum (20%) of the issued capital of the Company.
For the purpose of this resolution, the percentage of issued capital is based on the Company's issued capital at the time this proposed Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this proposed Ordinary Resolution is passed and any subsequent consolidation or subdivision of shares.
Notes:
1. A Member entitled to attend and vote at the Annual General Meeting (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.