CSC : Announcements on Notice of AGM

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Annual General Meeting::Voluntary

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Annual General Meeting::Voluntary Issuer & Securities

Issuer/ Manager CSC HOLDINGS LIMITED Security CSC HOLDINGS LTD - SG1F84861094 - C06

Announcement Details

Announcement Title Annual General Meeting Date & Time of Broadcast 12-Jul-2016 17:09:33 Status New Announcement Reference SG160712MEET22I0 Submitted By (Co./ Ind. Name) Lee Quang Loong Designation Company Secretary Financial Year End 31/03/2016

Event Narrative

Narrative Type Narrative Text

Additional Text Please refer to the attachment.

Event Dates

Meeting Date and Time 27/07/2016 10:00:00

Event Venue(s)

Place Venue(s) Venue details

Meeting Venue 4th Floor, No. 2 Tanjong Penjuru Crescent, Singapore 608968

Attachments

Notice_of_AGM_2016.pdf Total size =98K

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12/7/2016

NOTICE OF 19TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 19th Annual General Meeting ("AGM") of CSC Holdings Limited (the "Company") will be held at 4th Floor, No. 2 Tanjong Penjuru Crescent, Singapore 608968 on Wednesday, 27 July 2016 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the year ended 31 March 2016 together with the Auditors' Report thereon.

   (Resolution 1)

2. To re-elect Mr Chee Teck Kwong Patrick, retiring by rotation pursuant to Regulation 104 of the Constitution of the Company and who, being eligible, offers himself for re-election:

   (Resolution 2)

   Mr Chee Teck Kwong Patrick will, upon re-election as a Director of the Company, remain as a Chairman of the Nominating Committee, member of the Audit and Remuneration Committees and will be considered independent.

3. To re-appoint Mr Tan Ee Ping who was previously re-appointed to hold office until this AGM pursuant to Section 153(6) of the Companies Act, Chapter 50 ("Companies Act"), which was in force immediately before 3 January 2016.

   [See Explanatory Note (i)]

   (Resolution 3)

   Mr Tan Ee Ping will, upon re-appointment as Director of the Company, remain as Chairman of the Remuneration and Risk Management Committees and will be considered independent.

4. To approve the payment of Directors' Fees of $327,175 for the year ended 31 March 2016. (2015: $331,000)

   (Resolution 4)

5. To approve the payment of Directors' Fees of $321,000 for the year ending 31 March 2017.

(Resolution 5)

6 To re-appoint Messrs KPMG LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.

(Resolution 6)

1. To transact any other ordinary business which may properly be transacted at an AGM.

   AS SPECIAL BUSINESS

   To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

2. Authority to issue shares

   "That pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the Directors of the Company be authorised and empowered to:-

3. (i) issue shares in the Company ("shares") whether by way of rights, bonus or otherwise; and/or

   (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) options, 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 of the Company may in their absolute discretion deem fit; and

4. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

   provided that:

5. the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares (excluding Treasury Shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding Treasury Shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

6. (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph

7. above, the total number of issued shares (excluding Treasury Shares) shall be based on the total number of issued shares (excluding Treasury Shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

8. new shares arising from the conversion or exercise of any convertible securities;

9. new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution; and

10. any subsequent bonus issue, consolidation or subdivision of shares;

11. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and

12. unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier."

    [See Explanatory Note (ii)]

    (Resolution 7)

13. Authority to offer and grant awards under The CSC Performance Share Scheme

    "That pursuant to Section 161 of the Companies Act, the Directors of the Company be and are hereby authorized and empowered to offer and grant awards in accordance with the provisions of the CSC Performance Share Scheme (the "PSS Scheme") and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the vesting of awards under the PSS Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the total aggregate number of additional ordinary shares to be issued pursuant to the PSS Scheme and such other share- based incentive scheme of the Company shall not exceed fifteen per centum (15%) of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier."

    [See Explanatory Note (iii)] (Resolution 8)

14. Renewal of Shareholders' Mandate for Interested Person Transactions

    "That for the purposes of Chapter 9 of the Listing Manual of the SGX-ST:

15. approval be given for the renewal of the mandate for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the categories of Interested Person Transactions as set out in the Company's Annual Report with any party who is of the class of Interested Persons described in the Annual Report, provided that such transactions are carried out on normal commercial terms and in accordance with the review procedures of the Company for such Interested Person Transactions as set out in the Company's Annual Report (the "Shareholders' IPT Mandate");

16. the Shareholders' IPT Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier; and

17. authority be given to the Directors of the Company to complete and do all such acts and things (including executing all such documents as may be required) as they may consider necessary, desirable or expedient to give effect to the Shareholders' IPT Mandate as they may think fit."