Ntegrator International Ltd. - Annual Report 2020

124 NTEGRATOR INTERNATIONAL LTD. (Incorporated in the Republic of Singapore) (Co. Reg. No.: 199904281D) NOTICE OF ANNUAL GENERAL MEETING Explanatory Notes on Resolutions to be passed: (continued) (iv) Ordinay Resolution 5 is to re-elect Mr Lai Chun Loong, an Independent Director who has served on the Board for more than nine (9) years from the date of his first appointment on 14 September 2005. For purposes of Rule 406(3)(d)(iii) of the Catalist Rules as indicated in Explanatory Note (iii) above, (i) Ordinary Resolution 9 is to seek approval from shareholders of the Company; and (ii) Ordinary Resolution 10 is to seek approval from shareholders of the Company, excluding the Directors and the CEO of the Company, and associates of such Directors and CEO, for the continued appointment of Mr Lai, as an Independent Director of the Company, for a term of three (3) years, with effect from the passing of Ordinary Resolutions 9 and 10, until the conclusion of the third AGM of the Company following the passing of these Resolutions or the retirement or resignation of Mr Lai, whichever is the earlier. Accordingly, the Directors and the CEO of the Company, and their respective associates, will abstain from voting on Ordinary Resolution 10. If all of Ordinary Resolutions 5, 9 and 10 are approved, Mr Lai will, upon re-election as an Independent Director of the Company, remain as Chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee. He will be considered independent for the purposes of Rule 406(3)(d) and Rule 704(7) of the Catalist Rules. There are no relationships (including immediate family relationships) between Mr Lai and the other Directors or, the Company. If Ordinary Resolution 5 is approved, but Ordinary Resolution 9 and/or Ordinary Resolution 10 is/are not approved, Mr Lai will, upon re-election, remain as a Non-Executive Director. If Ordinary Resolution 5 is not approved, Mr Lai will cease to be a Director with effect from the date of this AGM of the Company, notwithstanding that Ordinary Resolution 9 and/or Ordinary Resolution 10 may be approved by shareholders at the AGM of the Company. (v) Ordinay Resolution 6 is to re-elect Mr Lee Keen Whye, an Independent Director who has served on the Board for more than nine (9) years from the date of his first appointment on 1 August 2008. For purposes of Rule 406(3)(d)(iii) of the Catalist Rules as indicated in Explanatory Note (iii) above, (i) Ordinary Resolution 11 is to seek approval from shareholders of the Company; and (ii) Ordinary Resolution 12 is to seek approval from shareholders of the Company, excluding the Directors and the CEO of the Company, and associates of such Directors and CEO, for the continued appointment of Mr Lee, as an Independent Director of the Company, for a term of three (3) years, with effect from the passing of Ordinary Resolutions 11 and 12, until the conclusion of the third AGM of the Company following the passing of these Resolutions or the retirement or resignation of Mr Lee, whichever is the earlier. Accordingly, the Directors and the CEO of the Company, and their respective associates, will abstain from voting on Ordinary Resolution 12. If all of Ordinary Resolutions 6, 11 and 12 are approved, Mr Lee will, upon re-election as an Independent Director of the Company, remain as Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee. He will be considered independent for the purposes of Rule 406(3)(d) and Rule 704(7) of the Catalist Rules. There are no relationships (including immediate family relationships) between Mr Lee and the other Directors or, the Company. If Ordinary Resolution 6 is approved, but Ordinary Resolution 11 and/or Ordinary Resolution 12 is/are not approved, Mr Lee will, upon re-election, remain as a Non-Executive Director. If Ordinary Resolution 6 is not approved, Mr Lee will cease to be a Director with effect from the date of this AGM of the Company, notwithstanding that Ordinary Resolution 11 and/or Ordinary Resolution 12 may be approved by shareholders at the AGM of the Company. (vi) The Nominating Committee and the Board have determined that Mr Charles George St. John Reed, Mr Lai Chun Loong and Mr Lee Keen Whye have remained objective and independent in Board discussions and deliberations. Their vast experience enables them to provide the Board and the Board Committees on which they serve with relevant experience and competence to facilitate informed decision making. Their length of service did not impede their exercise of independent judgement nor hinder their ability to act in the best interest of the Company. The Board is of the view that they will continue to discharge their duties independently with competence and integrity. Should any of the Independent Directors fail to be re-elected, the Company will make new appointment(s) within three (3) months. Note: Information on the Directors who are proposed to be re-appointed can be found on pages 99 to 119 of the Annual Report. (vii) Ordinary Resolution 13 proposed in item 9 above is to authorise the Company to make payment of fees to the Directors (including fees payable to members of the various Board Committees) for the financial year ended 31 December 2020 (“ FY2020 ”). In solidarity with the Executive Directors who have voluntarily reduced their entitlement to the 13th month bonus, the Independent Directors have voluntarily agreed to a reduction of 10% in Directors’ Fees for FY2020. (viii) Ordinary Resolution 15 proposed in item 12 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the date of the next AGM, to allot and issue shares and convertible securities in the Company up to an amount not exceeding 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro rata basis.