Listed Companies' Announcement
FEDERAL INTERNATIONAL (2000) LTD
Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of FEDERAL INTERNATIONAL (2000) LTD ("the Company") will be held at The Conference Room, 47 Genting Road, Singapore 349489 on Thursday, 28 April 2004 at 10.00 am for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and 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 dividend of 0.6 cents per share less income tax for the year ended 31 December 2003 (2002: 0.6 cents) (Resolution 2)
3. To re-elect the following Directors retiring pursuant to Article 91 of the Company's Articles of Association:
Mr Chew Keng Keong (Resolution 3)
Mr Heng Lee Seng (Resolution 4)
Mr Heng Lee Seng will, upon re-election as a Director of the Company, remain a member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of Listing Manual of the Singapore Exchange Securities Trading Limited.
4. To approve the payment of Directors' fees of S$120,000 for the year ended 31 December 2003 (2002: S$120,000). (Resolution 5)
5. To re-appoint Messrs Ernst & Young as the Company's Auditors and to authorise the Directors to fix their remuneration. (Resolution 6)
6. 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:
7. Authority to allot and issue shares up to 50 per centum (50%) of the issued capital of the Company
That pursuant to Section 161 of the Companies Act, Cap. 50 and the provisions of Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), 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 issued share capital of the Company at the time of the passing of this resolution 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 issued 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 7)
By Order of the Board
Singapore, 13 April 2004
(i) The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors from the date of the above 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 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 issued 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 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 (a) new shares arising from the employee share options on issue when this proposed Ordinary Resolution is passed and (b) any subsequent consolidation or subdivision of shares.
1. A Member entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a Member of the Company.
2. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 47 Genting Road, Singapore 349489 not less than forty-eight (48) hours before the time for holding the meeting.