NOTICE OF
ANNUAL GENERAL MEETING
89
GDS Global Limited Annual Report 2015
NOTICE IS HEREBY GIVEN
that the Annual General Meeting of GDS GLOBAL LIMITED (the “Company”)
will be held at 86 International Road, Singapore 629176 on Friday, 22 January 2016 at 10.00 a.m. to
transact the following business:
As Ordinary Business
1.
To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial
year ended 30 September 2015 together with the Auditors’ Report thereon.
(Resolution 1)
2.
To declare a First and Final Dividend of 1.0 Singapore cent per ordinary share one-tier tax exempt
for the financial year ended 30 September 2015.
(Resolution 2)
3.
To approve the sum of S$130,000/- as Directors’ fees for the financial year ending 30 September
2016 and the payment thereof on a half yearly basis.
(Resolution 3)
4.
To re-elect Mr Wong Lok Yung, who is retiring by rotation in accordance with Article 114 of the
Company’s Articles of Association, as Director of the Company.
(Resolution 4)
5.
To re-appoint Mr Goh Boon Kok as Director of the Company. [See Explanatory Note (i)]
(Resolution 5)
6.
To re-appoint Deloitte & Touche LLP as Auditors of the Company and to authorise the Directors to
fix their remuneration.
(Resolution 6)
7.
To transact any other business that may be transacted at an Annual General Meeting.
As Special Business
To consider and, if thought fit, to pass the following resolution as Ordinary Resolutions, with or without
modifications:
8.
Authority to allot and issue shares in the capital of the Company
That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the “Act”) and Rule
806 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B:
Rules of Catalist (“Catalist Rules”) and the Articles of Association of the Company (the “Articles
of Association”), authority be and is hereby given to the Directors to (i) issue shares whether by
way of rights, bonus or otherwise; (ii) make or grant offers, agreements or options (collectively,
“Instruments”) that might or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares, at any time and upon such terms and conditions and for such purposes and
to such persons as the Directors may in their absolute discretion deem fit; and (iii) (notwithstanding
the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance
of any Instruments made or granted by the Directors while this resolution was in force, provided
that:
(a)
the aggregate number of shares (including shares to be issued in pursuance of the
Instruments, made or granted pursuant to this resolution) and Instruments to be issued
pursuant to this resolution shall not exceed 100% of the total number of issued shares
(excluding treasury shares) in the capital of the Company (as calculated in accordance with
sub-paragraph (b) below), of which the aggregate number of shares to be issued (including
