ARA ASSET MANAGEMENT LIMITED 
By MEETING SCHEDULE
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Name of Announcer * ARA ASSET MANAGEMENT LIMITED
Company Registration No. 32276
Announcement submitted on behalf of ARA ASSET MANAGEMENT LIMITED
Announcement is submitted with respect to *
ARA ASSET MANAGEMENT LIMITED
Announcement is submitted by * Lim Hwee Chiang
Designation * Director
Date & Time of Broadcast 03-Apr-2013 07:02:04
Announcement No. 00009
>> Announcement DetailsThe details of the announcement start here ...
Date * 26 Apr 2013
Time * 01:30:PM
Company * ARA ASSET MANAGEMENT LIMITED
Venue * MILLENIA 1, LEVEL 2
THE RITZ-CARLTON, MILLENIA SINGAPORE
7 RAFFLES AVENUE SINGAPORE 039799
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3 Apr 13
ARA ASSET MANAGEMENT LIMITED
(Incorporated in Bermuda)
(Co. Reg. No: 32276)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of ARA ASSET MANAGEMENT LIMITED (the "Company") will be held at Millenia 1, Level 2, The Ritz-Carlton, Millenia Singapore, 7 Raffles
Avenue, Singapore 039799 on Friday, 26 April 2013 at 1.30 p.m. for the following purposes:
1. To receive and adopt the Directors' Report and the Audited Financial Statements of the Company for the financial year ended 31 December 2012 together with the Auditors' Report thereon.
(Ordinary Resolution 1)
2. To declare a final tax exempt (one-tier) dividend of S$0.027 per share for the financial year ended 31 December 2012 (2011: S$0.027 per share). (Ordinary Resolution 2)
3. To re-elect the following Directors retiring pursuant to Bye-law 86(1) of the Company's Bye-laws:
(i) Lim How Teck (Ordinary Resolution 3) (ii) Cheng Mo Chi Moses (Ordinary Resolution 4) (iii) Colin Stevens Russel (Ordinary Resolution 5)
Mr Lim How Teck will, upon re-election as Director of the Company, remain as a member of the Audit and Remuneration Committees and Chairman of the Nominating Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Dr Cheng Mo Chi Moses will, upon re-election as Director of the Company, remain as a member of the Audit and Nominating Committees and Chairman of the Remuneration Committee and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Mr Colin Stevens Russel will, upon re-election as Director of the Company, remain as a member of the Audit, Nominating and Remuneration Committees and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
4. To approve the payment of Directors' fees of S$490,000 for the financial year ending 31 December 2013 ("FY2013"), to be paid quarterly in arrears (2012: S$490,000).
Note: Dr Chiu Kwok Hung Justin, Mr Ip Tak Chuen Edmond and Mr Lim Hwee Chiang John, have informed the Company of their intention to waive their entitlement to the Directors' fees of S$70,000 each.
The Directors' fees payable for FY2013 would therefore be S$280,000 (2012: S$280,000). (Ordinary Resolution 6)
5. To re-appoint KPMG LLP as the Company's Auditors and to authorise the Directors to fix their remuneration. (Ordinary Resolution 7)
6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
To consider and if thought fit, to pass the following resolutions, with or without any modifications:
7. SHARE ISSUE MANDATE
That pursuant to Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the Directors of the Company be empowered to: (a) (i) issue shares in the capital of 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
(b) (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:
(1) 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 fifty per cent. (50%) of the issued share capital (excluding treasury shares) of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing Shareholders of the Company shall not exceed twenty per cent. (20%) of the issued share capital (excluding treasury shares) of the Company (as calculated in accordance with sub-paragraph (2) below);
(2) (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 (1) above, the percentage of issued share capital shall be based on the issued share capital (excluding treasury shares) of the Company at the time of the passing of this Resolution, after adjusting for:
(a) new Shares arising from the conversion or exercise of convertible securities;
(b) new Shares arising from the exercise of any share options or vesting of any share awards which are outstanding or subsisting at the time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
(3) 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 Bye-laws of the Company; and
(4) unless revoked or varied by the Company in a general meeting, such authority shall 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 to be held, whichever is earlier.
[See Explanatory Note (i)] (Ordinary Resolution 8)
8. Renewal of Share Purchase Mandate
That for the purposes of the Companies Act of Bermuda and otherwise in accordance with the rules and regulations of the SGX-ST, the Directors of the Company be and are hereby authorised:-
(a) to make purchases or otherwise acquire issued shares in the capital of the Company from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to ten per cent. (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of this Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price as defined in the Letter to Shareholders and Depositors dated 3 April 2013 and that this mandate shall, unless revoked or varied by the Company in 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 to be held, whichever is earlier; and
(b) to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.
[See Explanatory Note (ii)] (Ordinary Resolution 9)
9. Proposed Amendments to the Bye-laws of the CompanyThat the Company's Bye-laws be amended in the manner set out in paragraphs 1 to 11 of Appendix A to the Letter to Shareholders and Depositors dated 3 April 2013.
[See Explanatory Note (iii)] (Special Resolution 10)
By Order of the Board
Yvonne Choo
Company Secretary
Singapore, 3 April 2013
(i) The Ordinary Resolution 8 proposed in item 7 above, if passed, will empower the Directors of the Company from the date of this Annual General Meeting until the date of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to existing shareholders of the Company.
For the purposes of determining the aggregate number of shares that may be issued, the percentage of issued share capital will be calculated based on the issued share capital (excluding treasury shares) of the Company at the time this Ordinary Resolution is passed, after adjusting for new shares arising from the conversion or exercise of any convertible securities, the exercise of any share options or the vesting of any share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed, and any subsequent bonus issue or consolidation or subdivision of shares.
(ii) The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors from the date of this Annual General Meeting until the next Annual General Meeting to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to 10% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price. Information relating to this proposed Resolution are set out in the Company's Letter to Shareholders and Depositors dated 3 April 2013.
(iii) The Special Resolution 10 proposed in item 9 above is to amend certain provisions in the Bye-laws of the Company so as to align them with the relevant amendments that had been made to the Bermuda Companies Act pursuant to the Companies Amendment Act 2006 and the Companies Amendment (No. 2) Act 2011 of Bermuda and, to allow for instruments of proxy be in the form of an electronic record and, also to provide for voting by electronic means at a general meeting of the Company. Further information relating to this proposed Special Resolution 10 is set out in the Company's Letter to Shareholders and Depositors dated 3 April 2013.
1. A Shareholder being a Depositor whose name appears in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore) is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.
2. If a Depositor wishes to appoint a proxy/proxies to attend the Meeting, then he/she must complete and deposit the Depositor Proxy Form at the office of the Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623, at least forty-eight (48) hours before the time of the Meeting.
3. If the Depositor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney.
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