Metro : Notice of AGM

Annual General Meeting::Voluntary

Page 1 of 1

Issuer/ Manager	METRO HOLDINGS LTD
Security	METRO HOLDINGS LIMITED - SG1I11878499 - M01

Annual General Meeting::Voluntary Issuer & Securities Announcement Details

Announcement Title	Annual General Meeting
Date & Time of Broadcast	30-Jun-2017 07:20:02
Status	New
Announcement Reference	SG170630MEETYENW
Submitted By (Co./ Ind. Name)	Tan Ching Chek
Designation	Company Secretary
Financial Year End	31/03/2017

Event Narrative

Narrative Type

Additional Text

Narrative Text

Please refer to the attachment for a copy of the Notice of Annual General Meeting.

Event Dates

Meeting Date and Time	17/07/2017 11:00:00
Response Deadline Date	15/07/2017 11:00:00

Event Venue(s)

Place

Venue(s) Venue details

Meeting Venue

Mandarin Ballroom I & II, Level 6, Main Tower, Mandarin Orchard Singapore by Meritus, 333 Orchard Road Singapore 238867

Attachments

Notice of AGM.pdf

Total size =156K

http://infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=Announcem...

30-Jun-17

METRO HOLDINGS LIMITED

Company Registration No.: 197301792W (Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING AND NOTICE OF BOOKS CLOSURE DATE NOTICE IS HEREBY GIVEN that the Forty-Fourth Annual General Meeting of the Company will be held at Mandarin Ballroom I & II, Level 6, Main Tower, Mandarin Orchard Singapore by Meritus, 333 Orchard Road, Singapore 238867 on 17 July 2017 at 11.00 a.m. for the purpose of transacting the following business: ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement, Auditor's Report and Audited Financial Statements for the year ended 31 March 2017.

2. To declare the payment of a first and final tax exempt (one-tier) dividend of 2 cents per ordinary share for the year ended 31 March 2017.

3. To declare the payment of a special tax exempt (one-tier) dividend of 3 cents per ordinary share for the year ended 31 March 2017.

4. To re-elect Mr Tan Soo Khoon, a Director retiring pursuant to Article 94 of the Company's Constitution. [refer to explanatory note (a)]

5. To re-elect Mrs Fang Ai Lian, a Director retiring pursuant to Article 94 of the Company's Constitution. [refer to explanatory note (b)]

6. To approve the Directors' Fees of $756,833 (2016: $670,361) for the year ended 31 March 2017.

7. To re-appoint Ernst & Young LLP as the Company's Auditor and to authorise the Directors to fix its remuneration.

   SPECIAL BUSINESS

   To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

8. Share Issue Mandate

   That authority be and is hereby given to the Directors of the Company to:

   (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7)

9. (i) issue shares 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

10. (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 while this Resolution was in force,

    provided that:

11. the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (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 Resolution) does not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);

12. (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:

13. new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding at the time this Resolution is passed; and

14. any subsequent bonus issue, consolidation or subdivision of shares,

    and, in sub-paragraph (1) above and this sub-paragraph (2), "subsidiary holdings" has the meaning given to it in the Listing Manual of the Singapore Exchange Securities Trading Limited;

15. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Constitution for the time being of the Company; and

16. (unless revoked or varied by the Company in general meeting) the authority conferred by this 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.

    [refer to explanatory note (c)]

17. Renewal of the Share Purchase Mandate

    That:

    (Resolution 8)

18. for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire ordinary shares of the Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:

19. market purchase(s) on the Singapore Exchange Securities Trading Limited ("SGX-ST") and/or any other stock exchange on which the Shares may for the time being be listed and quoted ("Other Exchange"); and/or

20. off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

    and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

21. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:

22. the date on which the next Annual General Meeting of the Company is held;

23. the date by which the next Annual General Meeting of the Company is required by law to be held; and

24. the date on which purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;

25. in this Resolution:

    "Average Closing Price" means the average of the closing market prices of the Shares over the last five market days on which the Shares were transacted on the SGX-ST or, as the case may be, Other Exchange, before the date of the market purchase by the Company, and deemed to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action which occurs after the relevant five-day period;

    "date of the making of the offer" means the date on which the Company makes an offer for the purchase or acquisition of Shares from shareholders, stating therein the purchase price (which shall not be more than the Maximum Price) for each Share and the relevant terms of the equal access scheme for effecting the off-market purchase;

    "Maximum Limit" means that number of Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST));

    "Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed:

26. in the case of a market purchase of a Share, 5% above the Average Closing Price; and

27. in the case of an off-market purchase of a Share pursuant to an equal access scheme, the NTAV of a Share; and

    "NTAV of a Share" means the net tangible asset value of a Share taken from the latest announced consolidated financial statements of the Company preceding the date of the making of the offer pursuant to the off-market purchase; and

28. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.

29. [refer to explanatory note (d)]

    (Resolution 9) NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 27 July 2017 for the purpose of determining shareholders' entitlements to the proposed first and final tax exempt (one-tier) dividend of 2 cents per ordinary share and the special tax exempt (one-tier) dividend of 3 cents per ordinary share for the financial year ended 31 March 2017 (the "Proposed Dividends").

    Duly completed transfers received by the Company's Share Registrar, Tricor Barbinder Share Registration Services, 80 Robinson Road #11-02, Singapore 068898 up to 5.00 p.m. on 26 July 2017 will be registered before shareholders' entitlements to the Proposed Dividends are determined.

    Shareholders (being Depositors) whose securities accounts with The Central Depository (Pte) Limited are credited with shares as at 5.00 p.m. on 26 July 2017 will rank for the Proposed Dividends.

    The Proposed Dividends, if approved at the Forty-Fourth Annual General Meeting of the Company to be held on 17 July 2017, will be paid on 7 August 2017.

    By Order of the Board

    Tan Ching Chek and Lee Chin Yin Joint Company Secretaries

    30 June 2017 Singapore

    Explanatory Notes:

30. Mr Tan Soo Khoon, if re-elected, will continue to serve as a member of the Audit and Investment Committees. Mr Tan Soo Khoon is considered by the Board of Directors as an Independent Director. For more information on Mr Tan Soo Khoon, please refer to the "Board of Directors" and "Corporate Governance" sections in the Annual Report 2017.

31. Mrs Fang Ai Lian, if re-elected, will continue to serve as the Chairman of the Audit Committee and a member of the Nominating Committee. Mrs Fang Ai Lian is considered by the Board of Directors as an Independent Director. For more information on Mrs Fang Ai Lian, please refer to the "Board of Directors" and "Corporate Governance" sections in the Annual Report 2017.

32. The proposed ordinary resolution 8 above, if passed, will empower the Directors of the Company from the date of the Annual General Meeting to issue shares of the Company up to the limits as specified in the resolution for such purposes as they consider would be in the interests of the Company. This authority will continue in force until the next Annual General Meeting of the Company, unless previously revoked or varied at a general meeting. As at 2 June 2017, the Company had 3,512,800 treasury shares and no subsidiary holdings.

33. The proposed ordinary resolution 9 above, if passed, will empower the Directors of the Company, effective 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 the date on which such authority is carried out to the full extent mandated or is varied or revoked by the Company in a general meeting, whichever is the earliest, to exercise the power of the Company to purchase or acquire its Shares. The Company intends to use internal sources of funds, external borrowings, or a combination of internal resources and external borrowings, to finance purchases or acquisitions of its Shares. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the date of this Notice as these will depend on, inter alia, whether the Shares are purchased or acquired out of capital and/or profits of the Company, the aggregate number of Shares purchased or acquired, and the consideration paid at the relevant time. For illustrative purposes only, the financial effects of an assumed purchase or acquisition by the Company of 10% of its issued Shares (excluding treasury shares and subsidiary holdings) as at 2 June 2017, at a purchase price equivalent to the Maximum Price per Share, in the case of a market purchase and an off-market purchase respectively, based on the audited financial statements of the Group and the Company for the financial year ended 31 March 2017 and certain assumptions, are set out in Paragraph 2.7 of the Company's Letter to Shareholders dated 30 June 2017.

Notes:

1. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Annual General Meeting. Where such member's form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy.

   (b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Annual General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's form of proxy appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

   "Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50 of Singapore.

2. A proxy need not be a member of the Company.

3. If a proxy is to be appointed, the instrument of proxy must be deposited at the office of the Company's Share Registrar, Tricor Barbinder Share Registration Services, 80 Robinson Road #11-02, Singapore 068898 not less than 48 hours before the time appointed for holding the Annual General Meeting.

4. The instrument of proxy must be signed by the appointor or his attorney duly authorised in writing. In the case of joint shareholders, all holders must sign the instrument of proxy.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.