Rex International Holding Limited 253 EXPLANATORY NOTES: (1) The audited financial statements is meant for discussion only as under the provisions of Section 201(1) of the Companies Act 1967 and Regulation 137 of the Company’s Constitution, the audited financial statements need to be laid before the Company at its Annual General Meeting and hence, the matter will not be put forward for voting. (2) Resolution 1, if passed, will facilitate the payment of Directors’ fees of S$606,746/- for the financial year ending 31 December 2026 on a quarterly basis in arrears. The amount of Directors’ fees is computed based on the anticipated number of Board and Board Committee meetings for the financial year ending 31 December 2026, including attendances and the positions held by the Directors in various board committees, and assuming that all Directors will hold office for the full financial year. In the event the amount of Directors’ fees proposed is insufficient, for example, in the event of unscheduled Board meetings or enlarged board sizes, approval will be sought at next year’s annual general meeting for additional fees before payments are made to Directors to meet the shortfall. (3) Mr John Gerard Nicholas d’Abo will, upon re-election as a Director of the Company, remain as the Executive Chairman and member of the Audit Committee and Remuneration Committee. (4) Mr Pong Chen Yih will, upon re-election as a Director of the Company, remain as the Lead Independent Non-Executive Director, Chairman of the Remuneration Committee and Nominating Committee, member of the Audit Committee and will be considered independent for the purposes of Rule 704(8) of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual. Further information of Mr John Gerard Nicholas d’Abo and Mr Pong Chen Yih can be found under the “Board of Directors” and “Corporate Governance Report” sections of the Company’s Annual Report. (5) Resolution 5, if passed, will empower the Directors, from the date of the AGM 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares, make or grant Instruments convertible into shares and to issue Shares pursuant to such Instruments, without seeking any further approval from shareholders in general meeting but within the limitation imposed by this Resolution, for such purposes as the Directors of the Company may consider would be in the best interests of the Company. The aggregate number of Shares (including Shares to be made in pursuance of Instruments made or granted pursuant to this Resolution) to be allotted and issued would not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of passing of this Resolution. For issue of Shares (including Shares to be made in pursuance of instruments made or granted pursuant to this Resolution) other than on a pro-rata basis to all shareholders, the aggregate number of shares shall not exceed 20% of 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. (6) Resolution 6, if passed, will empower the Directors, from the date of the AGM 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 or such authority is varied and revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares pursuant to the exercise of options granted or to be granted under the Share Option Scheme and such other share-based incentive scheme or share plan (including the total number of existing Shares which may be purchased from the market for delivery pursuant to the options granted) up to a number not exceeding, in total, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) on the day preceding that date of the relevant grant. NOTICE OF ANNUAL GENERAL MEETING
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