AVARGA LIMITED 
By NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at the Auditorium, 8 Anthony Road, Singapore 229957 on Thursday, 26 April 2012 at 5.30 p.m. for the following purposes:-
Ordinary Business
1 To receive and adopt the audited financial statements for
the year ended 31 December 2011 and the reports of the
directors and auditors thereon.
2 To declare a one-tier tax exempt final dividend of 6 cents
per ordinary share for the year ended
31 December 2011.
3 To approve the sum of S$255,000 as directors' fees for
the year ended 31 December 2011. (2010: S$255,000)
4(a) To re-elect Dr Henry Tay Yun Chwan, a director who will
retire by rotation pursuant to Article
91 of the Company's Articles of Association and who,
being eligible, will offer himself for re-election.
Note: Dr Henry Tay Yun Chwan, if re-elected as a director,
will remain a member and the chairman of the audit committee
and a member of the remuneration committee. Dr Tay is an
independent director.
4(b) To re-elect Mr Esmond Choo Liong Gee, a director who
will retire by rotation pursuant to Article 91 of the
Company's Articles of Association and who, being
eligible, will offer himself for re-election.
4(c) To re-elect Mr Francis Lee Chin Yong, a director who
will retire by rotation pursuant to Article
91 of the Company's Articles of Association and who,
being eligible, will offer himself for re-election.
Note: Mr Francis Lee Chin Yong, if re-elected as a director,
will remain a member of the audit committee. Mr Lee is a
non-independent director.
5 To re-appoint Deloitte & Touche LLP as auditors of the
Company and to authorise the directors to fix their
remuneration.
UOB-KAY HIAN HOLDINGS LIMITED Notice of Annual General
Meeting
Page 2
6 To consider and, if thought fit, to pass with or without
any modifications, the following resolution as ordinary
resolution:-
"That pursuant to Section 161 of the Companies Act, Cap. 50
and the listing rules of the Singapore Exchange Securities
Trading Limited, authority be and is hereby given to the
directors of the Company to allot and issue shares and
convertible securities in the Company (whether by way of
rights, bonus or otherwise) at any time and from time to time
thereafter to such persons and upon such terms and conditions
and for such purposes as the directors may in their absolute
discretion deem fit, provided always that the aggregate
number of shares and convertible securities to be issued
pursuant to this resolution does not exceed 50% of the total
number of issued shares (excluding treasury shares) in the
capital of the Company as at the date of the passing of this
resolution, of which the aggregate number of shares and
convertible securities to be issued other than on a pro rata
basis to shareholders of the Company does not exceed 20% of
the total number of issued shares (excluding treasury shares)
in the capital of the Company as at the date of the passing
of this resolution, and for the purpose of this resolution,
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 this resolution is passed (after adjusting for new
shares arising from the conversion or exercise of convertible
securities or exercise of share options or vesting of share
awards which are outstanding or subsisting at the time this
resolution is passed and any subsequent bonus issue,
consolidation or subdivision of the Company's shares),
and unless revoked or varied by the Company in 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 by law to be held, whichever is the
earlier."
7 To transact such other business as can be transacted at an
annual general meeting of the
Company.
By Order of the Board
Chung Boon Cheow
Secretary
Singapore
9 April 2012
A member entitled to attend and vote at the annual general
meeting may appoint not more than two proxies to attend and
vote on his behalf. A proxy need not be a member of the
Company. The instrument appointing a proxy or proxies must be
deposited at the registered office of the Company at
8 Anthony Road #01-01, Singapore 229957 not less than 48
hours before the time appointed for holding the meeting.
The ordinary resolution set out in item 6 above is to authorise the directors from the date of the above meeting until the date of the next annual general meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares and convertible securities which the directors may allot and issue under this resolution shall not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this resolution is passed. For issues of shares and convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this resolution is passed.
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