Ntegrator International Ltd. - Annual Report 2020

122 NTEGRATOR INTERNATIONAL LTD. (Incorporated in the Republic of Singapore) (Co. Reg. No.: 199904281D) NOTICE OF ANNUAL GENERAL MEETING 10. To re-appoint Nexia TS Public Accounting Corporation as the Company’s Auditors and to authorise the Directors to fix their remuneration. (Resolution 14) 11. To transact any other ordinary business which may be transacted at an AGM. AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolution as Ordinary Resolution: 12. Authority to Allot and Issue Shares That pursuant to Section 161 of the Companies Act, Chapter 50, of Singapore and Rule 806 of the Catalist Rules, the Directors of the Company be authorised and empowered to: A. (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) 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 B. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force, provided that: (1) the aggregate number of shares and convertible securities to be issued pursuant to this Resolution (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) shall not exceed 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to shareholders of the Company shall not exceed 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); (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 and convertible securities that may be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) 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: (a) new shares arising from the conversion or exercise of convertible securities and exercising of share options or vesting of share awards which were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and (b) any subsequent bonus issue, consolidation or subdivision of shares; Adjustments in accordance with (a) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of the resolution approving the mandate. (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and