JACKSPEED CORPORATION LIMITED 
By NOTICE IS HEREBY GIVEN that the Annual General Meeting of Jackspeed Corporation Limited (the "Company") will be held at 47 Loyang Drive, Singapore 508955 on Monday, 25 June 2012 at 10.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and the Audited
Accounts of the Company and the Group for the year ended 29
February 2012 together with the Auditors' Report thereon.
(Resolution 1)
2. To re-elect the following Directors of the Company
retiring pursuant to Article 117 of the Articles of
Association of the Company:
(i) Mr Chin Yew Choong David (Resolution 2) (ii) Ms Chua Sze
Chyi (Resolution 3) [See Explanatory Note (i)]
3. To re-elect Mr Teo Teng Seng who will be retiring pursuant
to Article 107 of the Articles of Association of the
Company.
[See Explanatory Note (ii)] (Resolution 4)
4. To approve the payment of Directors' fees of S$99,000 for
the year ended 29 February 2012. (2011: S$99,000).
(Resolution 5)
5. To re-appoint RSM Chio Lim LLP as the Auditors of the
Company and to authorise the Directors of the
Company to fix their remuneration. (Resolution 6)
6. To transact any other ordinary business which may properly
be transacted at an Annual General Meeting.
To consider and if thought fit, to pass the following
resolutions as Ordinary Resolutions, with or without any
modifications:
7. Authority to issue shares in the capital of the Company
pursuant to Section 161 of the Companies Act, Cap. 50 and
Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited That pursuant to Section 161 of
the Companies Act, Cap. 50 ("Companies Act") and Rule 806 of
the Listing
Manual of the Singapore Exchange Securities Trading Limited
("SGX-ST"), 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) options,
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 Instrument made or granted by the Directors
of the Company while this Resolution was in force,
(the "Share Issue Mandate")
provided that:
(1) the aggregate number of shares (including shares to be
issued in pursuance of the Instruments, made or granted
pursuant to this Resolution) and Instruments to be issued
pursuant to this Resolution shall not exceed fifty per centum
(50%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company (as calculated
in accordance with sub-paragraph (2) below), of which the
aggregate number of shares and Instruments to be issued other
than on a pro rata basis to existing shareholders of the
Company shall not exceed twenty per centum (20%) of the total
number of issued shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with
sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the
SGX-ST) for the purpose of determining the aggregate number
of shares and Instruments that may be issued under
sub-paragraph (1) above, the total number of issued shares
and Instruments shall be based on the number of issued shares
(excluding treasury shares) 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 the
Instruments or any convertible securities;
(b) new shares arising from exercising share options or
vesting of share awards which are outstanding or subsisting
at the time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision
of shares;
(3) in exercising the Share Issue Mandate 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 Articles of Association of the Company; and
(4) unless revoked or varied by the Company in a general
meeting, the Share Issue Mandate shall continue in force (i)
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 earlier or (ii) in the case of shares to be
issued in pursuance of the Instruments, made or granted
pursuant to this Resolution, until the issuance of such
shares in accordance with the terms of the Instruments.
[See Explanatory Note (iii)] (Resolution 7)
By Order of the Board
Chua Sze Chyi / Chew Kok Liang Joint Company Secretaries
Singapore, 8 June 2012
(i) Mr Chin Yew Choong David will, upon re-election as
Director of the Company, remain as a Chairman of the
Nominating Committee and a member of the Audit Committee and
Remuneration Committee and he will be considered
independent.
Ms Chua Sze Chyi will, upon re-election as Director of the
Company, remain as an Executive Director.
(ii) Mr Teo Teng Seng will, upon re-election as Director of
the Company, remain as a Chairman of the Audit Committee and
a member of the Nominating Committee and Remuneration
Committee and he will be considered independent.
(iii) Resolution 7, if passed, will empower the Directors of
the Company from the date of this Annual General Meeting
until the date 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 or such
authority is varied or revoked by the Company in a general
meeting, whichever is the earlier, to issue shares, make or
grant instruments convertible into shares and to issue shares
pursuant to such instruments, up to a number not exceeding,
in total, 50% of the total number of issued shares (excluding
treasury shares) in the capital of the Company, of which up
to 20% may be issued other than on a pro rata basis to
existing shareholders of the Company.
For determining the aggregate number of shares that may be
issued, the percentage of issued shares in the capital of the
Company will be calculated based on the total number of
issued shares (excluding treasury shares) in the capital of
the Company at the time this Resolution is passed after
adjusting for new shares arising from the conversion or
exercise of the Instruments or any convertible securities,
the exercise of share options or the vesting of share awards
outstanding or subsisting at the time when this Resolution is
passed and any subsequent consolidation or subdivision of
shares.
1. A Member entitled to attend and vote at the Annual General
Meeting (the "Meeting") is entitled to appoint not more than
two proxies 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 47 Loyang Drive,
Singapore 508955 not less than forty-eight (48) hours before
the time appointed for holding the Meeting.
SAM1206001_Jackspeed_3colx34cm(BT).indd 1 6/5/2012 9:13:38 AM
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