Page 89 - ar2011

Notice of Annual General Meeting
87
Annual Report 2011
PROVIDED THAT:
(1) the aggregate number of shares to be issued pursuant to this Resolution
(including shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) shall not exceed ffty per cent. (50%) of the total
number of issued shares (excluding treasury shares (if any)) in the capital 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 (including shares to be issued in pursuant
of Instruments made or granted pursuant to this Resolution) shall not exceed
twenty per cent. (20%) of the total number of issued shares (excluding treasury
shares (if any)) 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 paragraphs (1) above, the percentage of issued shares shall be based
on the total number of issued shares in the capital of the Company excluding
treasury shares if any at the time this Resolution is passed, after adjusting for:
(i) 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 this Resolution is passed; and
(ii) any subsequent bonus issue or 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 for the time being of the Company; and
(4) (unless revoked or varied by the Company in General Meeting) the
authorityconferred by this Resolution 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 Meetin g of the Company is required by the Bye-Laws to be
held, whichever is the earlier. (See Explanatory Note)
7. That approval be and is hereby given to the Remuneration Committee of the Board of
Directors of the Company to:
(a) offer and grant options to subscribe for shares in the Company in accordance
with the provisions of the Sunpower Employee Share Option Scheme (“ESOS”);
and
(b) to allot and issue from time to time such number of shares as may be required to
be issued pursuant to the exercise of the options under the ESOS,
PROVIDED THAT the aggregate nominal amount of shares over which the
Remuneration Committee may grant options on any date, when added to the nominal
amount of shares issued and issuable in respect of all options granted under the ESOS
shall not exceed 15 percent of the issued share capital of the Company on the day
immediately preceding the date of the relevant grant. (See Explanatory Note)
Resolution 7