TRANSIT-MIXED CONCRETE LTD

(Unique Entity Number: 197902587H)

(Incorporated in the Republic of Singapore)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless otherwise defined, all capitalised terms used herein shall bear the same meaning ascribed to them in the circular to shareholders dated 7 June 2021 issued by Transit-Mixed Concrete Ltd (the "Company").

This Notice has been made available on SGXNET and the Company's website at https://www.tmcltd.com.sg/. In view of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, a printed copy of this notice will NOTbe despatched to Shareholders.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company (the "EGM") will be convened and held by way of electronic means on 24 June 2021 at 11:00 a.m. (or immediately after the conclusion of the AGM) for the purpose of considering and, if thought fit, passing the following proposed Ordinary Resolution, with or without any amendment:

ORDINARY RESOLUTION

THE PROPOSED ISSUE AND ALLOTMENT OF THE PLACEMENT SHARES PURSUANT TO THE PROPOSED PLACEMENT

That:

  1. approval be and is hereby given for the Company to allot and issue 34,700,000 new Shares at S$0.14 per Placement Share to the Investors, on the terms and subject to the conditions of the Agreement;
  2. the Placement Shares be allotted and issued free from all claims, charges, liens, mortgages, securities, pledges, equities, encumbrances and other claims, charges, liens, mortgages, securities, pledges, equities, encumbrances and other interests whatsoever and shall rank pari passu in all respects with and carry all rights similar to existing Shares as at the Completion Date, except that the Placement Shares will not rank for any dividend, right, allotment or other distributions, the record date for which falls on or before the Completion Date; and
  3. the Directors or any of them be and are/is hereby authorised to exercise such discretion to complete and do all such acts and things, including, without limitation, executing such documents as may be required, as they or he may consider necessary, desirable or expedient or in the interest of the Company to give effect to this Ordinary Resolution.

BY ORDER OF THE BOARD

Tan Kok Hiang

Chairman and Independent Non-Executive Director

7 June 2021

1

Notes:

  1. The EGM is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020.
  2. Alternative arrangements relating to attendance at the EGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the EGM in advance of the EGM, addressing of substantial and relevant questions at the EGM and voting by appointing the Chairman of the EGM as proxy at the EGM, are set out in the Circular of the Company dated 7 June 2021 which has been uploaded together with this Notice of EGM on SGXNET on the same day. This announcement may also be accessed at the Company's website at https://www.tmcltd.com.sg/.
  3. Due to the current COVID-19 restriction orders in Singapore, a member will not be able to attend the EGM in person. A member (whether individual or corporate) must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM if such member wishes to exercise his/her/its voting rights at the EGM. In appointing the Chairman of the EGM as proxy, a member (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid.
    CPF or SRS investors who wish to appoint the Chairman of the EGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5:00 p.m. on 14 June 2021.
  4. The Chairman of the EGM, as proxy, need not be a member of the Company.
  5. The instrument appointing the Chairman of the EGM as proxy must be submitted to the Company in the following manner:

-

-

if submitted by post, be submitted via email to the Company's Share Registrar, M & C Services Private Limited, at gpa@mncsingapore.com; or

if submitted by post, be deposited at registered office of the Company at 150 Changi Road, #03-05, Guthrie Building, Singapore 419973,

in either case by 11:00 a.m. on 22 June 2021.

A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

In view of the current COVID-19 situation in Singapore, members are strongly encouraged to submit completed proxy forms electronically via email.

6. By (a) submitting an instrument appointing the Chairman of the EGM as proxy to attend, speak and vote at the EGM and/or any adjournment thereof, (b) completing the pre-registration in accordance with the Circular of the Company dated 7 June 2021, or (c) submitting any question prior to the EGM in accordance with the Circular of the Company dated 7 June 2021, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the following purposes: (i) processing, administration and analysis by the Company (or its agents or service providers) of proxy forms appointing the Chairman of the EGM as proxy for the EGM (including any adjournment thereof); (ii) processing of the pre-registration for purposes of granting access to members to the live audio- visual webcast or live audio-only stream of the EGM proceedings; (iii) addressing substantial and relevant questions from members received before the EGM and if necessary, following up with the relevant members in relation to such questions;

  1. preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the EGM (including any adjournment thereof); and (v) enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

Attachments

  • Original document
  • Permalink

Disclaimer

TMC - Transit-Mixed Concrete Ltd. published this content on 08 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2021 08:24:00 UTC.