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Notice Of Annual General Meeting And Notice Of Book Closure

BackApr 28, 2003
NOTICE IS HEREBY GIVEN that the Annual General Meeting of VENTURE CORPORATION LIMITED ("the Company") will be held at the Board Room, 5006, Ang Mo Kio Avenue 5, #05-01/12 TECH Place II, Singapore 569873 on 23 May 2003 at 11.30 a.m. for the following purposes:


AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Report and the Audited Accounts of the Company for the year ended 31 December 2002 together with the Auditors' Report thereon. (Resolution 1)

2. To declare a final tax-exempt dividend of 15% and a bonus tax-exempt dividend of 15% for the year ended 31 December 2002 (2001 : 10% and 10%) (Resolution 2)

3. To re-elect the following Directors retiring pursuant to Article 92 of the Company's Articles of Association:

Mr Tan Choon Huat [Retiring under Article 92] (Resolution 3)

4. To pass the following resolutions pursuant to Section 153(6) of the Companies Act, Cap. 50:-

That pursuant to Section 153(6) of the Companies Act, Cap. 50, the following Directors of the Company to hold office until the next Annual General Meeting.

Mr Cecil Vivian Richard Wong [Retiring under Section 153(6)] (Resolution 4)
Mr Gopala Achuta Menon [Retiring under Section 153(6)] (Resolution 5)

Mr Cecil Vivian Richard Wong will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and will be considered independent for the purpose of Rule 704(8) of Listing Manual of the Singapore Exchange Securities Trading Limited.

      Mr Gopala Achuta Menon will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and will be considered non-independent for the purpose of Rule 704(8) of Listing Manual of the Singapore Exchange Securities Trading Limited.

      [See Explanatory Note (i)]

5. To approve the payment of Directors' fees of S$86,000 for the year ended 31 December 2002 (2001 :S$62,000)
(Resolution 6)

6. To re-appoint Deloitte & Touche as the Company's Auditors and to authorise the Directors to fix their remuneration.
(Resolution 7)

7. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.


AS SPECIAL BUSINESS
    To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

    8. Authority to allot and issue shares and convertible securities up to 50 per centum (50%) of issued capital
        That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors be empowered to allot and issue shares and convertible securities in the capital of the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares and convertible securities to be allotted and issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the issued share capital of the Company at the time 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 all shareholders of the Company shall not exceed twenty per centum (20%) of the issued share capital of the Company and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the Company's next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
        [See Explanatory Note (ii)] (Resolution 8)


    9. Authority to allot and issue shares under the Venture Corporation Limited Executives' Share Option Scheme

        That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors be authorised and empowered to allot and issue shares in the capital of the Company to all the holders of options granted by the Company, whether granted during the subsistence of this authority or otherwise, under the Venture Corporation Limited Executives' Share Option Scheme ("the Scheme") upon the exercise of such options and in accordance with the terms and conditions of the Scheme, provided always that the aggregate number of additional ordinary shares to be allotted and issued pursuant to the Scheme shall not exceed twenty five per centum (25%) of the issued share capital of the Company from time to time. [See Explanatory Note (iii)]
        (Resolution 9)



    By Order of the Board




    Yvonne Choo
    Tan Lay Hong
    Company Secretaries


    Singapore, 28 April 2003

    Explanatory Notes:

    (i) The Ordinary Resolutions 4 and 5 proposed in item 4 above, are to re-appoint Directors who are over 70 years of age. Section 153(6) of the Act provides that these resolutions have to be passed by a majority of three-fourths of shareholders voting at the Annual General Meeting of the Company.

    (ii) The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares in the Company. The number of shares that the Directors may allot and issue under this Resolution would not exceed ten per centum (10%) of the Maximum Share Capital of the Company at the time of the passing of this resolution.

    The percentage of issued share capital is based on the Company's issued share capital at the time the proposed Ordinary Resolution is passed (after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time the proposed Ordinary Resolution is passed, and any subsequent consolidation or subdivision of shares).

    (iii) The Ordinary Resolution 9 proposed in item 9 above, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual General Meeting, to allot and issue shares in the Company of up to a number not exceeding in total twenty five per centum (25%) of the issued share capital of the Company from time to time pursuant to the exercise of the options under the Scheme.

    Notes :

    1. A Member entitled to attend and vote at the Annual General Meeting 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. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 10 Collyer Quay #19-08 Ocean Building, Singapore 049315 not less than 48 hours before the time for holding the meeting.


    NOTICE OF BOOK CLOSURE


    NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed from 3 June 2003 to 4 June 2003 (both dates inclusive), for the purpose of determining Members' entitlements to the final and bonus tax-exempt dividends to be proposed at the Annual General Meeting of the Company to be held on 23 May 2003.

    The proposed tax-exempt dividends (comprises a final dividend of 15% and a bonus dividend of 15%), if approved at the Annual General Meeting to be held on 23 May 2003 will be paid on 16 June 2003.

    Duly completed registrable transfer of the shares in the Company (the "Shares") received up to the close of business at 5.00 p.m. on 2 June 2003 by the Company's Share Registrar, M & C Services Private Limited, 138 Robinson Road, #17-00 The Corporate office, Singapore 068906 will be registered to determine shareholders' entitlements to such dividends. Subject to the aforesaid, Members whose Securities Accounts with the Central Depository (Pte) Limited are credited with shares as at 2 June 2003 will be entitled to the proposed dividends.


    BY ORDER OF THE BOARD



    Yvonne Choo
    Tan Lay Hong
    Company Secretaries



    Singapore, 28 April 2003