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ANNOUNCEMENTS |
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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) |
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| 4 |
To re-elect the following Directors retiring
pursuant to Articles 91 and 92 of the Company's
Articles of Association:
Mr Randy Effendi
Mr Hamdi Adnan
Mr Aloysius Soebagjo Windoe
Mr Saut Hutauruk |
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7) |
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| 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. |
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AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following
resolution as an Ordinary Resolution, with or without
any modifications:
| 8 |
Authority to allot and issue shares up to 50
per centum (50%) of issued share capital |
(Resolution
10) |
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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)] |
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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. |
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| (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. |
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| (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. |
Submitted by
Anwarsyah, Executive Director
on 13/04/2004 to the SGX |
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