GIKEN SAKATA (S) LIMITED (Incorporated in the Republic of Singapore) (Company registration No. 197903879W) (the "Company")

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Thirty-Second Annual General Meeting of Giken Sakata (S) Limited will be held at Block 4012 Ang Mo Kio Avenue 10, #05-01 Techplace 1, Singapore 569628 on the 27th day of December 2012 at 11.00 a.m. for the following purposes:

Ordinary Business

1. To receive and adopt the Audited Accounts of the Company for the year ended 31 August 2012 together with the Reports of the Directors and Auditors of the Company. (Resolution 1)
2. To approve the payment of Directors' Fees for the year ended 31 August 2012. (Resolution 2)
3. To re-appoint Mr Chin Siew Gim, a Director of the Company retiring under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company.
(See Explanatory Note 1) (Resolution 3)
4. To re-elect the following Directors of the Company retiring pursuant to Article 91 of the Articles of
Association of the Company:
(i) Mr Tan Kay Guan
(See Explanatory Note 2) (Resolution 4a)
(ii) Mr Ng Say Tiong (Resolution 4b)
5. To re-appoint BDO LLP as the Auditors of the Company and to authorise the Directors of the
Company to fix their remuneration. (Resolution 5)
6. To transact any other ordinary business which may properly be transacted at an Annual General
Meeting.

Special Business

To consider and if thought fit, to pass the following Resolutions as Ordinary Resolutions, with or without any modifications:
7. Authority to issue shares up to 50 per centum (50%) of the issued shares in the capital of the
Company
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of Section B of the Singapore Exchange Securities Trading Limited Listing Manual: Rules of Catalist (the "Catalist Rules"), the Directors of the Company be authorized and empowered to allot and issue shares and convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise) 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 the 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 total number of issued shares in the capital of the Company at the time of the passing of this resolution, which shall be issued on a pro-rata basis 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 the 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 3) (Resolution 6)
8. Renewal of Shareholders' Mandate for Interested Person Transactions
That for the purpose of Chapter 9 of Section B of the Singapore Exchange Securities Trading Limited
Listing Manual: Rules of Catalist:
(a) 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 types of Interested Person Transactions as set out in the Appendix to the Notice of Annual General Meeting dated 12 December 2012 (the "Appendix") with any party who is of the class of Interested Persons described in the Appendix, 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 Appendix (the "Shareholders' Mandate");
(b) the Shareholders' Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of 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 earlier; and
(c) 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' Mandate as they may think fit.
(See Explanatory Note 4) (Resolution 7)
Dated this 12th day of December 2012
By Order of the Board
Ng Say Tiong
Company Secretary
Explanatory Notes:
1. The effect of the Ordinary Resolution 3 in item 3 above is to re-appoint a director of the Company who is over 70 years of age. The Ordinary Resolution 3 in item 3 above, if passed, Mr Chin Siew Gim will remain as the Chairman of the Audit Committee, Nominating Committee and Remuneration Committee respectively and will be considered independent.
2. The Ordinary Resolution 4a in item 4 above, if passed, Mr Tan Kay Guan will remain as a member of the Nominating Committee and will be considered non-independent.
3. The Ordinary Resolution 6 in item 7 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 total number of issued shares of the Company at the time of passing this resolution, to be issued on a pro-rata basis.
For the purpose of this resolution, the percentage of issued shares is based on the total number of issued shares 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 bonus issue, consolidation or subdivision of shares.
4. The Ordinary Resolution 7 in item 8 above, if passed, will authorise the Interested Person Transactions as described in the Appendix to the Notice of Annual General Meeting and recurring in the year and will empower the Directors to do all acts necessary to give effect to the Shareholders' Mandate. This authority will, unless previously revoked or varied by the Company in a general meeting, expire at the conclusion of 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.
Notes:
1. A Member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 50
Raffles Place #32-01 Singapore Land Tower, Singapore 048623, not less than forty-eight (48) hours before the time appointed for holding the Meeting.
This announcement has been prepared by the Company and its contents have been reviewed by the company's Sponsor, Stamford Corporate Services Pte Ltd, for compliance with the relevant rules of Singapore Exchange Securities Trading Limited ("SGX-ST"). The Company's Sponsor has not independently verified the contents of this announcement.
This announcement has not been examined or approved by SGX-ST and SGX-ST assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Bernard Lui. Tel: (65) 6389 3000
Email: bernard.lui@stamfordlaw.com.sg

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