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MEETING SCHEDULE
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Print this page MEETING SCHEDULE FOR AGM * Asterisks denote mandatory information Name of Announcer * Company Registration No. Announcement submitted on behalf of Announcement respect to * is submitted with HONG LEONG FINANCE LIMITED 196100003D HONG LEONG FINANCE LIMITED HONG LEONG FINANCE LIMITED
Announcement is submitted by * Designation * Date & Time of Broadcast Announcement No.
Yeo Swee Gim, Joanne Company Secretary 01-Apr-2011 12:34:32 00028
>> Announcement Details The details of the announcement start here ... Date * Time * Company * Venue * Attachments 21 Apr 2011 03:00:PM HONG LEONG FINANCE LIMITED M HOTEL SINGAPORE, BANQUET SUITE, LEVEL 10, 81 ANSON ROAD, SINGAPORE 079908 HLF_AGM_Notice_1.4.11.pdf
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01/04/2011
HONG LEONG FINANCE LIMITED
Co. Reg. No. 196100003D (Incorporated in the Republic of Singapore)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Fifty-First Annual General Meeting (the “Meeting”) of HONG LEONG FINANCE LIMITED (the “Company”) will be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908, on Thursday, 21 April 2011 at 3.00 p.m. for the following purposes: A) Ordinary Business: 1. To receive and adopt the Audited Financial Statements and Reports of the Directors and Auditors for the year ended 31 December 2010. 2. To declare a tax exempt (1-tier) final dividend of 8 cents per share for the year ended 31 December 2010 as recommended by the Directors. 3. To approve Directors’ Fees of $495,668 for the year ended 31 December 2010 (year 2009: $384,000), Fees to the Audit Committee of $25,000 per quarter for the period commencing from 1 July 2011 to 31 December 2011 (July 2010 to June 2011: $25,000 per quarter) with payment of the said fees to be made in arrears at the end of each calendar quarter, and Fees to the Risk Committee (formerly known as the Exco (Risk) Sub-Committee prior to its elevation as a full committee of the Board) of $50,000 per quarter for the period commencing from 1 January 2011 to 31 December 2011, with payment of the said fees to be made in arrears at the end of each calendar quarter. 4. To re-elect the following Directors retiring in accordance with the Articles of Association of the Company and who, being eligible, offer themselves for re-election: (a) Mr Kwek Leng Peck (b) Mr Chng Beng Hua (c) Mr Ter Kim Cheu (appointed on 1 September 2010) 5. To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act, Chapter 50 to hold office from the date of this Meeting until the next Annual General Meeting: (a) Mr Kwek Leng Beng (b) Mr Cheng Shao Shiong @ Bertie Cheng 6. To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration. B) Special Business: 7. To consider and, if thought fit, to pass, with or without any modifications, the following resolution as an Ordinary Resolution: That authority be and is hereby given to the Directors to: (a) (i) issue shares in the capital of 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) 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 may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Ordinary Resolution was in force, provided that: (1) the aggregate number of shares to be issued pursuant to this Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument), does not exceed 50% of the total number of issued shares 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 shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 20% of the total number of issued shares 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 Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares in the capital of the Company shall be 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: (i) new shares arising from the conversion or exercise of any convertible securities or share options which are outstanding or subsisting at the time this Ordinary Resolution is passed; and (ii) any subsequent bonus issue, consolidation or subdivision of shares; (3) in exercising the authority conferred by this Ordinary 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 Articles of Association for the time being of the Company; and (4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Ordinary 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 Meeting of the Company is required by law to be held, whichever is the earlier. 8. To consider and, if thought fit, to pass, with or without any modifications, the following resolution as an Ordinary Resolution: That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the Hong Leong Finance Share Option Scheme 2001 (the “Share Option Scheme”) and to allot and 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 exercise of the options granted under the Share Option Scheme provided that the aggregate number of shares to be issued pursuant to the Share Option Scheme shall not exceed 15% of the total number of issued shares in the capital of the Company from time to time, and provided further that the aggregate number of shares to be issued during the entire operation of the Share Option Scheme (subject to adjustments, if any, made under the Share Option Scheme) shall not exceed such limits or (as the case may be) sub-limits as may be prescribed in the Share Option Scheme. C) To Transact Any Other Ordinary Business BY ORDER OF THE BOARD Yeo Swee Gim, Joanne Company Secretary Singapore, 1 April 2011 Directors have recommended a tax exempt (1-tier) Final Dividend of 8 cents per share in respect of the year ended 31 December 2010 for approval by shareholders at the Annual General Meeting to be held on 21 April 2011. Subject thereto, the dividend, will be payable on 20 May 2011. The Company had on 24 February 2011 advised that the Share Transfer Books and Register of Members of the Company will be closed on 5 May 2011. Duly completed registrable transfers received by the Company’s Share Registrar, M & C Services Private Limited of 138 Robinson Road #17-00, The Corporate Office, Singapore 068906 up to 5.00 p.m. on 4 May 2011 will be registered to determine shareholders’ entitlement to the proposed dividend for the year ended 31 December 2010. Notes: 1 A member of the Company entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the Company Secretary’s Office at 36 Robinson Road, #03-01 City House, Singapore 068877, not less than 48 hours before the time appointed for holding the Meeting. 2 With reference to item 3 above (under the heading “Ordinary Business”), the Directors’ Fees of $495,668 for the year ended 31 December 2010 excludes the quarterly fees paid to the Audit Committee (“AC”) and the chairman of the previous Exco (Risk) Sub-Committee for the year ended 31 December 2010, which have been approved by shareholders at the last Annual General Meeting of the Company held in April 2010. With the Exco (Risk) SubCommittee having been elevated to a full Board committee in late 2010, approval is now sought from shareholders for the payment of quarterly fees to the Risk Committee (“RiskCom”) for the year ending 31 December 2011, which approval will replace and supercede the previous approval granted by shareholders at the last Annual General Meeting of the Company for payment of fees to the chairman of the Exco (Risk) Sub-Committee from 1 January 2011 to 30 June 2011. 3 With reference to item 4(a) above (under the heading “Ordinary Business”), Mr Kwek Leng Peck will, upon re-election as a Director of the Company, remain as a member of the Executive Committee (“Exco”) (also as Chairman’s alternate), Share Option Scheme Committee and RiskCom. 4 With reference to item 4(b) above (under the heading “Ordinary Business”), Mr Chng will, upon re-election as a Director of the Company, remain as a member of the AC. Mr Chng is an independent Director. 5 With reference to item 5(a) above (under the heading “Ordinary Business”), Mr Kwek Leng Beng will, upon re-appointment as a Director of the Company, remain as Chairman of the Board, chairman of the Exco, and a member of the Nominating Committee (“NC”) and RiskCom. 6 With reference to item 5(b) above (under the heading “Ordinary Business”), Mr Cheng will, upon re-appointment as a Director of the Company, remain as chairman of the NC and RiskCom and also as a member of the Remuneration Committee, Exco and Share Option Scheme Committee. Mr Cheng is an independent Director. 7 Dr Manfred Barth, a Director retiring at the Meeting pursuant to Section 153 of the Companies Act, Chapter 50, has notified the Company that he will not be seeking re-appointment as a Director of the Company at the Meeting. 8 Mr Jackson Lee, a Director retiring at the Meeting pursuant to Section 153 of the Companies Act, Chapter 50, has notified the Company that he will not be seeking re-appointment as a Director of the Company at the Meeting. Consequent thereto, Mr Lee will also cease to act as a member of the AC and Exco, following the conclusion of the Meeting. 9 The ordinary resolution set out in item 7 above (under the heading “Special Business”), if passed, will empower the Directors of the Company from the date of the Meeting until the next Annual General Meeting to issue shares whether by way of rights, bonus or otherwise and/or make or grant Instruments that might require shares to be issued up to and not exceeding 50% of the Company’s total number of issued shares, with a limit of 20% of the Company’s total number of issued shares for any issue of shares not made on a pro rata basis to shareholders. This authority will expire at the next Annual General Meeting of the Company, unless revoked or varied at a general meeting. 10 The ordinary resolution set out in item 8 above (under the heading “Special Business”), if passed, will empower the Directors to offer and grant options under the Share Option Scheme and to issue from time to time such number of shares in the capital of the Company pursuant to the exercise of such options under the Share Option Scheme subject to such limits or sub-limits as prescribed in the Share Option Scheme.
MEETING SCHEDULE
Page 1 of 1
Print this page MEETING SCHEDULE FOR AGM * Asterisks denote mandatory information Name of Announcer * Company Registration No. Announcement submitted on behalf of Announcement respect to * is submitted with HONG LEONG FINANCE LIMITED 196100003D HONG LEONG FINANCE LIMITED HONG LEONG FINANCE LIMITED
Announcement is submitted by * Designation * Date & Time of Broadcast Announcement No.
Yeo Swee Gim, Joanne Company Secretary 01-Apr-2011 12:34:32 00028
>> Announcement Details The details of the announcement start here ... Date * Time * Company * Venue * Attachments 21 Apr 2011 03:00:PM HONG LEONG FINANCE LIMITED M HOTEL SINGAPORE, BANQUET SUITE, LEVEL 10, 81 ANSON ROAD, SINGAPORE 079908 HLF_AGM_Notice_1.4.11.pdf
Total size = 76K (2048K size limit recommended)
Close Window
https://www1.sgxnet.sgx.com/sgxnet/LCAnncSubmission.nsf/vwprint/E390D938003086774...
01/04/2011
HONG LEONG FINANCE LIMITED
Co. Reg. No. 196100003D (Incorporated in the Republic of Singapore)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Fifty-First Annual General Meeting (the “Meeting”) of HONG LEONG FINANCE LIMITED (the “Company”) will be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908, on Thursday, 21 April 2011 at 3.00 p.m. for the following purposes: A) Ordinary Business: 1. To receive and adopt the Audited Financial Statements and Reports of the Directors and Auditors for the year ended 31 December 2010. 2. To declare a tax exempt (1-tier) final dividend of 8 cents per share for the year ended 31 December 2010 as recommended by the Directors. 3. To approve Directors’ Fees of $495,668 for the year ended 31 December 2010 (year 2009: $384,000), Fees to the Audit Committee of $25,000 per quarter for the period commencing from 1 July 2011 to 31 December 2011 (July 2010 to June 2011: $25,000 per quarter) with payment of the said fees to be made in arrears at the end of each calendar quarter, and Fees to the Risk Committee (formerly known as the Exco (Risk) Sub-Committee prior to its elevation as a full committee of the Board) of $50,000 per quarter for the period commencing from 1 January 2011 to 31 December 2011, with payment of the said fees to be made in arrears at the end of each calendar quarter. 4. To re-elect the following Directors retiring in accordance with the Articles of Association of the Company and who, being eligible, offer themselves for re-election: (a) Mr Kwek Leng Peck (b) Mr Chng Beng Hua (c) Mr Ter Kim Cheu (appointed on 1 September 2010) 5. To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act, Chapter 50 to hold office from the date of this Meeting until the next Annual General Meeting: (a) Mr Kwek Leng Beng (b) Mr Cheng Shao Shiong @ Bertie Cheng 6. To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration. B) Special Business: 7. To consider and, if thought fit, to pass, with or without any modifications, the following resolution as an Ordinary Resolution: That authority be and is hereby given to the Directors to: (a) (i) issue shares in the capital of 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) 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 may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Ordinary Resolution was in force, provided that: (1) the aggregate number of shares to be issued pursuant to this Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument), does not exceed 50% of the total number of issued shares 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 shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 20% of the total number of issued shares 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 Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares in the capital of the Company shall be 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: (i) new shares arising from the conversion or exercise of any convertible securities or share options which are outstanding or subsisting at the time this Ordinary Resolution is passed; and (ii) any subsequent bonus issue, consolidation or subdivision of shares; (3) in exercising the authority conferred by this Ordinary 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 Articles of Association for the time being of the Company; and (4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Ordinary 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 Meeting of the Company is required by law to be held, whichever is the earlier. 8. To consider and, if thought fit, to pass, with or without any modifications, the following resolution as an Ordinary Resolution: That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the Hong Leong Finance Share Option Scheme 2001 (the “Share Option Scheme”) and to allot and 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 exercise of the options granted under the Share Option Scheme provided that the aggregate number of shares to be issued pursuant to the Share Option Scheme shall not exceed 15% of the total number of issued shares in the capital of the Company from time to time, and provided further that the aggregate number of shares to be issued during the entire operation of the Share Option Scheme (subject to adjustments, if any, made under the Share Option Scheme) shall not exceed such limits or (as the case may be) sub-limits as may be prescribed in the Share Option Scheme. C) To Transact Any Other Ordinary Business BY ORDER OF THE BOARD Yeo Swee Gim, Joanne Company Secretary Singapore, 1 April 2011 Directors have recommended a tax exempt (1-tier) Final Dividend of 8 cents per share in respect of the year ended 31 December 2010 for approval by shareholders at the Annual General Meeting to be held on 21 April 2011. Subject thereto, the dividend, will be payable on 20 May 2011. The Company had on 24 February 2011 advised that the Share Transfer Books and Register of Members of the Company will be closed on 5 May 2011. Duly completed registrable transfers received by the Company’s Share Registrar, M & C Services Private Limited of 138 Robinson Road #17-00, The Corporate Office, Singapore 068906 up to 5.00 p.m. on 4 May 2011 will be registered to determine shareholders’ entitlement to the proposed dividend for the year ended 31 December 2010. Notes: 1 A member of the Company entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the Company Secretary’s Office at 36 Robinson Road, #03-01 City House, Singapore 068877, not less than 48 hours before the time appointed for holding the Meeting. 2 With reference to item 3 above (under the heading “Ordinary Business”), the Directors’ Fees of $495,668 for the year ended 31 December 2010 excludes the quarterly fees paid to the Audit Committee (“AC”) and the chairman of the previous Exco (Risk) Sub-Committee for the year ended 31 December 2010, which have been approved by shareholders at the last Annual General Meeting of the Company held in April 2010. With the Exco (Risk) SubCommittee having been elevated to a full Board committee in late 2010, approval is now sought from shareholders for the payment of quarterly fees to the Risk Committee (“RiskCom”) for the year ending 31 December 2011, which approval will replace and supercede the previous approval granted by shareholders at the last Annual General Meeting of the Company for payment of fees to the chairman of the Exco (Risk) Sub-Committee from 1 January 2011 to 30 June 2011. 3 With reference to item 4(a) above (under the heading “Ordinary Business”), Mr Kwek Leng Peck will, upon re-election as a Director of the Company, remain as a member of the Executive Committee (“Exco”) (also as Chairman’s alternate), Share Option Scheme Committee and RiskCom. 4 With reference to item 4(b) above (under the heading “Ordinary Business”), Mr Chng will, upon re-election as a Director of the Company, remain as a member of the AC. Mr Chng is an independent Director. 5 With reference to item 5(a) above (under the heading “Ordinary Business”), Mr Kwek Leng Beng will, upon re-appointment as a Director of the Company, remain as Chairman of the Board, chairman of the Exco, and a member of the Nominating Committee (“NC”) and RiskCom. 6 With reference to item 5(b) above (under the heading “Ordinary Business”), Mr Cheng will, upon re-appointment as a Director of the Company, remain as chairman of the NC and RiskCom and also as a member of the Remuneration Committee, Exco and Share Option Scheme Committee. Mr Cheng is an independent Director. 7 Dr Manfred Barth, a Director retiring at the Meeting pursuant to Section 153 of the Companies Act, Chapter 50, has notified the Company that he will not be seeking re-appointment as a Director of the Company at the Meeting. 8 Mr Jackson Lee, a Director retiring at the Meeting pursuant to Section 153 of the Companies Act, Chapter 50, has notified the Company that he will not be seeking re-appointment as a Director of the Company at the Meeting. Consequent thereto, Mr Lee will also cease to act as a member of the AC and Exco, following the conclusion of the Meeting. 9 The ordinary resolution set out in item 7 above (under the heading “Special Business”), if passed, will empower the Directors of the Company from the date of the Meeting until the next Annual General Meeting to issue shares whether by way of rights, bonus or otherwise and/or make or grant Instruments that might require shares to be issued up to and not exceeding 50% of the Company’s total number of issued shares, with a limit of 20% of the Company’s total number of issued shares for any issue of shares not made on a pro rata basis to shareholders. This authority will expire at the next Annual General Meeting of the Company, unless revoked or varied at a general meeting. 10 The ordinary resolution set out in item 8 above (under the heading “Special Business”), if passed, will empower the Directors to offer and grant options under the Share Option Scheme and to issue from time to time such number of shares in the capital of the Company pursuant to the exercise of such options under the Share Option Scheme subject to such limits or sub-limits as prescribed in the Share Option Scheme.
This document is © 2011 by Hong Leong Group Singapore - all rights reserved.
