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GDS Global Limited Annual Report 2015
NOTICE OF
ANNUAL GENERAL MEETING
shares to be issued pursuant to the Instruments) other than on a pro rata basis to existing
shareholders shall not exceed 50% 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);
(b)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of shares (including shares to be issued pursuant to the
Instruments) that may be issued under sub-paragraph (a) above, the percentage of shares
that may be issued shall be based on the total number of issued shares of the Company
(excluding treasury shares) at the time of the passing of this Resolution, after adjusting for
(i) new shares arising from the conversion or exercise of the Instruments or any convertible
securities; and (ii) any subsequent bonus issue, consolidation or sub-division of shares;
(c) in exercising such authority, the Company shall comply with the provisions of the Catalist
Rules for the time being in force (unless such compliance has been waived by the SGX-ST)
and the Articles of Association for the time being of the Company; and
(d) unless revoked or varied by the Company in a general meeting, such authority shall continue
in force until (i) the conclusion of the next Annual General Meeting of the Company; or (ii)
the date by which the next Annual General Meeting of the Company is required by law to be
held, whichever is the earlier. [See Explanatory Note (ii)]
(Resolution 7)
By Order of the Board
Yeoh Kar Choo Sharon
Company Secretary
Singapore, 7 January 2016
Explanatory Notes:
(i)
Mr Goh Boon Kok who is over the age of 70 was re-appointed as Director to hold office from the date of the last Annual
General Meeting (held on 23 January 2015) until this Annual General Meeting pursuant to Section 153(6) of the Act.
Section 153(6) of the Act was repealed when the Companies (Amendment) Act 2014 came into effect on 3 January 2016.
As his appointment lapses at this Annual General Meeting, Mr Goh Boon Kok will have to be re-appointed to continue
in office. Upon his re-appointment at the conclusion of this Annual General Meeting, going forward, Mr Goh Boon Kok’s
re-appointment will no longer be subject to shareholders’ approval under Section 153(6) of the Act as repealed. Mr Goh Boon
Kok will then be subject to retirement by rotation under the Company’s Articles of Association. Upon his re-appointment at
the conclusion of this Annual General Meeting, Mr Goh Boon Kok will remain as the Chairman of the Nominating Committee
and a member of the Audit Committee and Remuneration Committee. The Board of Directors of the Company considers Mr
Goh Boon Kok to be independent for the purposes of Rule 704(7) of the Catalist Rules.
(ii)
Ordinary Resolution 7, if passed, will empower the Directors from the date of this Annual General Meeting until the date of
the next Annual General Meeting, to allot and issue shares and convertible securities in the Company up to an amount not
exceeding one hundred percent (100%) of the total number of issued shares (excluding treasury shares), of which the total
number of shares issued other than on a pro rata basis to existing shareholders of the Company, shall not exceed fifty percent
(50%) of the total number of issued shares (excluding treasury shares). This authority will, unless previously revoked or varied
at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the earlier.
