CSC : Announcements on Notice of AGM

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 11-Jul-2017 17:18:56 Status New Announcement Reference SG170711MEETDCHW Submitted By (Co./ Ind. Name) Lee Quang Loong Designation Company Secretary Financial Year End 31/03/2017

Event Narrative

Narrative Type Narrative Text

Additional Text Please refer to the attachment

Event Dates

Meeting Date and Time 26/07/2017 10:00:00 Response Deadline Date 24/07/2017 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.pdf Total size =48K

http://infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=Announcem...

11/7/2017

NOTICE OF 20TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 20th 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, 26 July 2017 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 2017 together with the Auditors' Report thereon.

   (Resolution 1)

2. To re-elect Mr Teo Beng Teck, 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 Teo Beng Teck will, upon re-election as a Director of the Company, remain as a member of the Risk Management, Audit and Remuneration Committees and will be considered non-independent.

3. 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 3)

4. To approve the payment of Directors' Fees of $321,000 for the year ending 31 March 2018.

   (Resolution 4)

5. 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:

6. 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:-

7. (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

8. (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:

9. 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 (3) 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 (3) below);

10. notwithstanding paragraph (1) above, the aggregate number of shares to be issued pursuant to a pro-rate renounceable rights issue shall not exceed one hundred per cent (100%) of the total number of issue shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (3) below);

11. (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- paragraphs (1) and (2) 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:

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

13. 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

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

15. 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

16. 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."

    (Resolution 5)

    [See Explanatory Note (i)]

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

18. "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 (ii)]

    By Order of the Board

    Lee Quang Loong Company Secretary

    Singapore 11 July 2017

    Explanatory Notes: (Resolution 6)

    (i) The Ordinary Resolution 5 in item 6 above, if passed, will empower the Directors of the Company, effective 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 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, save that issues of shares pursuant to a pro-rata renounceable rights issue shall not exceed one hundred per cent (100%) of the issued share capital of the Company (excluding treasury shares) provided that the pro-rata renounceable rights shares must be listed and issued no later than 31 December 2018.

    For determining the aggregate number of shares that may be issued, the total number of issued shares will be calculated based on the total number of issued shares in the capital 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 or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent consolidation or subdivision of shares.