CSC : Notice of AGM, Proxy Form for the AGM, Annual Report Request Form and meeting arrangement for AGM

Annual General Meeting::Voluntary

https://links.sgx.com/1.0.0/corporate-announcements/MPQWPSNC67...

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

12-Jul-2022 08:22:19

Status

New

Announcement Reference

SG220712MEETALZ4

Submitted By (Co./ Ind. Name)

See Yen Tarn

Designation

Director & Chief Executive Of�cer

Financial Year End 31/03/2022

Event Narrative

	Narrative Type	Narrative Text
		Please refer to the attachments for:-
		1. Notice of Annual General Meeting ("AGM")
	Additional Text	2. Proxy Form for AGM
		3. Annual Report Request Form
		4. Announcement relating to meeting arrangement for AGM

1 of 2

12-Jul-22, 8:24 AM

Annual General Meeting::Voluntary

https://links.sgx.com/1.0.0/corporate-announcements/MPQWPSNC67...

Event Dates

Meeting Date and Time

28/07/2022 10:00:00

Response Deadline Date

25/07/2022 10:00:00

Event Venue(s)

Place

	Venue(s)	Venue details
	Meeting Venue	The Annual General Meeting of the Company will be held by way of electronic means.

Attachments

1. AGM_Notice.pdf

2. Proxy_Form.pdf

3. Annual_Report_Request_Form.pdf

4. Announcement_on_AGM_Arrangements.pdf

Total size =1452K MB

2 of 2

12-Jul-22, 8:24 AM

CSC HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No.: 199707845E)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM" or the "Meeting") of CSC Holdings Limited (the "Company" or "CSC") will be held by way of electronic means on Thursday, 28 July 2022 at 10:00 am for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and Audited Financial Statements of the

Company for the financial year ended 31 March 2022 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.

[See Explanatory Note (i)]

(Resolution 2)

3. To re-elect Mr Ng San Tiong Roland, retiring pursuant to Regulation 108 of the Constitution of the Company.

[See Explanatory Note (ii)]

(Resolution 3)

4. To approve the payment of Directors' fees of S$45,333 for the financial year ended 31 March 2022, payable to a Non-Executive Director.

[See Explanatory Note (iii)]

(Resolution 4)

5. To approve the payment of Directors' fees of up to S$420,000 for the financial year ending 31 March 2023, to be paid quarterly in arrears (FY2022: up to S$329,000).

[See Explanatory Note (iv)]

(Resolution 5)

6. To re-appoint KPMG LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.

(Resolution 6)

7. 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:

8. Share Issue Mandate

"That pursuant to Section 161 of the Companies Act 1967 of Singapore ("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:-

1. (i) issue shares in the capital of the Company ("shares") whether by way of rights, bonus or otherwise; and/or

1. 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

1. (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) to be issued pursuant to this Resolution shall not exceed fifty percent (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro rata basis to shareholders of the Company shall not exceed twenty percent (20%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub- paragraph (2) below);
2. (subject to such manner of 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 shares shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
3. 1. new shares arising from the conversion or exercise of any convertible securities which were issued and outstanding or subsisting at the time of passing of this Resolution;
   2. new shares arising from exercising share options or vesting of share awards which were issued and outstanding or subsisting at the time of passing of this Resolution; and
   3. any subsequent bonus issue, consolidation or subdivision of shares;
4. 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 for the time being of the Company; and

1. unless revoked or varied by the Company in a general meeting, the authority conferred by this Resolution 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 the earlier."
[See Explanatory Note (v)]	(Resolution 7)

9. Proposed Renewal of the Share Buy-Back Mandate That:

1. for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereinafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of:
2. 1. on-marketpurchase(s) (each a "Market Purchase") on the SGX-ST transacted through the ready market, and which may be transacted through one or more duly licensed stockbrokers appointed by the Company for that purpose; and/or
   2. off-marketpurchase(s) (each an "Off-Market Purchase") in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations, including but not limited to the provisions of the Listing Manual of the SGX-ST and the Constitution of the Company as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy-Back Mandate");

1. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
2. 1. the date on which the next AGM of the Company is held; or
   2. the date by which the next AGM of the Company is required by law to be held; or
   3. the date on which purchases of Shares pursuant to the Share Buy-Back Mandate are carried out to the full extent mandated;