Chartered Semiconductor Manufacturing Ltd (Regn. No.: 198703584-K) www.charteredsemi.com | 60 Woodlands Industrial Park D Street 2 Singapore 738406 Tel: (65) 6362 2838 Fax: (65) 6360 4970 |
1) | To adopt the Audited Accounts of the Company for the year ended December 31, 2005, including the reports of the Directors and the Auditors. | |||||
2) | (a) | To re-elect the following Directors retiring pursuant to Article 94 of the Company’s Articles of Association and who, being eligible, offer themselves for re-election: | ||||
(i) | Mr. James A. Norling | |||||
(ii) | Mr. Philip Tan Yuen Fah | |||||
(b) | To record the retirement of Mr. Sum Soon Lim, a Director retiring pursuant to Article 94 of the Company’s Articles of Association. | |||||
(c) | To re-elect Mr. Steven H. Hamblin retiring pursuant to Article 99 of the Company’s Articles of Association and who, being eligible, offers himself for re-election. | |||||
3) | (a) | To re-appoint the following Directors pursuant to Section 153(6) of the Companies Act, Chapter 50 and for this purpose to consider and, if thought fit, to pass with or without modifications the following resolutions, which will be proposed as Ordinary Resolutions: | ||||
i) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Charles E. Thompson be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” | |||||
ii) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Andre Borrel be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” |
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iii) | “That pursuant to Section 153(6) of the Companies Act, Chapter 50, Mr. Pasquale Pistorio be and is hereby re-appointed a Director of the Company to hold such office from the date of this Annual General Meeting until the next annual general meeting of the Company.” | |||||
(b) | To record the retirement of Mr. Robert E. La Blanc, a Director retiring pursuant to Section 153(2) of the Companies Act, Chapter 50. | |||||
4) | To re-appoint KPMG as the Company’s Auditors and to authorize the Directors to fix their remuneration. | |||||
5) | To approve Directors’ fees of $462,334 for the year ended December 31, 2005 (Directors’ fees were $459,334 for the year ended December 31, 2004). |
6) | (a) | Authority to Allot and Issue Shares pursuant to Section 161 of the Companies Act, Chapter 50 | ||||||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to allot and issue shares in the capital of the Company to any person on such terms and conditions and with such rights or restrictions as they may think fit to impose and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting is required by law to be held, whichever is the earlier. | ||||||||
(b) | Authority to Create and Issue Securities and to Allot and Issue Shares in connection therewith pursuant to Section 161 of the Companies Act, Chapter 50 | |||||||
That pursuant to Section 161 of the Companies Act, Chapter 50, approval be and is hereby given to the Directors to: | ||||||||
(i) | (aa) | create and issue securities (“Securities”) including, without limitation, warrants or options to subscribe for new shares of the Company (“New Shares”) or to purchase from the Company other securities issued or to be issued by the Company, debt securities and securities which are convertible into, exchangeable for, or exercisable for, New Shares or other securities issued or to be issued by the Company to any person or persons and on such terms and conditions as the Directors may think fit to impose; | ||||||
(bb) | create and issue any further Securities (“Further Securities”) as may be required or permitted to be issued in accordance with the terms and conditions of the Securities; and |
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(cc) | make, enter into and/or issue offers, agreements, options, undertakings, guarantees and/or indemnities (together referred to as “Agreements”) which would or might require the issue of New Shares or other securities by the Company with any person or persons and on such terms and conditions as the Directors may think fit to impose; | |||||||
(ii) | allot and issue from time to time: | |||||||
(aa) | such number of New Shares as may be required or permitted to be allotted or issued on the conversion, exchange or exercise of the Securities, or any of them, to the holders of such Securities on the conversion, exchange or exercise thereof, subject to and otherwise in accordance with the terms and conditions of the Securities; | |||||||
(bb) | on the same basis as paragraph (ii)(aa) above, such further New Shares as may be required to be allotted and issued on the conversion, exchange or exercise of any of the Further Securities in accordance with the terms and conditions of the Further Securities; and | |||||||
(cc) | such number of New Shares as may be required or permitted to be allotted or issued pursuant to and otherwise in accordance with the terms and conditions of the Agreements; and | |||||||
(iii) | take such steps, make such amendments to the terms and conditions of the Securities, the Further Securities and the Agreements and any of them, and exercise such discretion as the Directors may from time to time deem fit, advisable or necessary in connection with all or any of the above matters. | |||||||
(c) | Authority to Offer and Grant Options and to Allot and Issue Additional Shares Pursuant to the Company’s Share Option Plan 1999 (the “1999 Option Plan”) | |||||||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant options in accordance with the provisions of the 1999 Option Plan, as amended and restated, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the 1999 Option Plan, as amended and restated. | ||||||||
(d) | Authority to Offer and Grant Purchase Rights and to Allot and Issue Additional Shares Pursuant to the Company’s Employee Share Purchase Plan 2004 (the “Chartered ESPP 2004”) | |||||||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant rights to purchase shares in the capital of the Company in accordance with the provisions of the Chartered ESPP 2004, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of rights to purchase shares in the capital of the Company under the Chartered ESPP 2004. |
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(e) | Authority to Offer and Grant Purchase Rights and to Allot and Issue Additional Shares Pursuant to the Company’s Share Purchase Plan 2004 for Employees of Silicon Manufacturing Partners Pte Ltd (the “SMP ESPP 2004”) | |||||||
That pursuant to Section 161 of the Companies Act, Chapter 50, the Directors be and are hereby authorized to offer and grant rights to purchase shares in the capital of the Company in accordance with the provisions of the SMP ESPP 2004, and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of rights to purchase shares in the capital of the Company under the SMP ESPP 2004. | ||||||||
7) | To transact any other business as may be properly transacted at an annual general meeting. |
(1) | A Shareholder is a person whose name appears on the Depository Register of The Central Depository (Pte) Limited in Singapore or a person registered in the Company’s Register of Shareholders (Members). | |
(2) | A holder of ordinary shares who is registered with The Central Depository (Pte) Limited as at 48 hours before the time set for the Annual General Meeting on April 26, 2006 shall be entitled to vote in person or by proxy at the Annual General Meeting. | |
(3) | Although the holders of CRPS are entitled to attend, speak and vote at any class meeting of the holders of CRPS, they are not entitled to attend and vote at any general meetings, save that such holders of CRPS are entitled to attend and vote at such general meetings if at least one of the proposed resolutions is either in respect of amending the rights of the holders of CRPS or in respect of the winding-up of the Company. However, even at such general meetings, the holders of CRPS may vote only on those resolutions that pertain to the election of the chairman of such meeting, amendment of the rights of the holders of CRPS, the winding-up of the Company, or any motion for adjournment of such meeting. | |
(4) | None of the proposed resolutions to be voted at the Annual General Meeting relate to the variation of the rights of the holders of CRPS or the winding-up of the Company. The holders of CRPS are therefore, not entitled to attend and vote at the Annual General Meeting. |
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(5) | A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a Shareholder of the Company. The instrument appointing a proxy, a form of which is enclosed, must be deposited at the registered office of the Company at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 not less than 48 hours before the time set for the Annual General Meeting or any adjournment thereof. A proxy may be revoked at any time not less than 48 hours before the time set for the Annual General Meeting by the Shareholder submitting a subsequently dated instrument appointing a proxy or at the Annual General Meeting prior to the vote of the resolution by the Shareholder attending the Annual General Meeting and voting in person. | |
(6) | The Company is subject to the continuing Nasdaq National Market listing rules and applicable U.S. federal securities laws and is not subject to the continuing listing rules of the Singapore Exchange Securities Trading Limited. |
March 24, 2006
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Chartered Semiconductor Manufacturing Ltd (Regn. No.: 198703584-K) www.charteredsemi.com | 60 Woodlands Industrial Park D Street 2 Singapore 738406 Tel: (65) 6362 2838 Fax: (65) 6360 4970 |
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(1) | Adoption of the Audited Accounts of the Company for the year ended December 31, 2005, including the reports of the Directors and the Auditors; | |
(2) | Re-election of Directors retiring by rotation and a Director nominated by the Board to fill a casual vacancy and to record the retirement of a Director; | |
(3) | Re-appointment of Directors pursuant to Section 153(6) of the Companies Act and to record the retirement of a Director under the said Section 153; | |
(4) | Re-appointment of Auditors and authorization of the Board to fix their remuneration; | |
(5) | Approval of Directors’ fees for services rendered during the year ended December 31, 2005; and | |
(6) | Authorization to the Board to allot and issue shares and securities. |
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(i) | where the issuance will result in a change of control of the Company; | |
(ii) | in connection with certain acquisitions of stock or assets of another company, including where the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares) will equal or exceed 20% or more of the outstanding ordinary shares prior to such issuance; or | |
(iii) | in connection with a sale or issuance of ordinary shares (other than a public offering), where the sale or issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares) is at a price less than the greater of book value and market value, and such issuance equals or exceeds 20% of the outstanding ordinary shares prior to such issuance. |
a) | allot and issue shares in the capital of the Company pursuant to Section 161 of the Companies Act; | |
b) | create and issue securities and to allot and issue shares in the capital of the Company in connection therewith pursuant to Section 161 of the Companies Act; | |
c) | offer and grant options and to allot and issue additional shares in the capital of the Company pursuant to the 1999 Option Plan; | |
d) | offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the Chartered ESPP 2004; and | |
e) | offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the SMP ESPP 2004. |
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Name | Age | Position | ||||
James A. Norling(1)(2)(4) | 63 | Chairman of the Board | ||||
Chia Song Hwee(1) | 43 | Director | ||||
Sum Soon Lim(2)(3)(4) | 62 | Director | ||||
Robert E. La Blanc(3) | 71 | Director | ||||
Andre Borrel(2)(3)(4) | 69 | Director | ||||
Charles E. Thompson(2)(4) | 76 | Director | ||||
Tsugio Makimoto, PhD | 68 | Director | ||||
Tay Siew Choon(1)(2)(4) | 58 | Director | ||||
Peter Seah Lim Huat(1)(2)(4) | 59 | Director | ||||
Philip Tan Yuen Fah(3) | 61 | Director | ||||
Pasquale Pistorio | 70 | Director | ||||
Steven H. Hamblin(3)(5) | 57 | Director |
Name | Age | Position | ||||
Chia Song Hwee | 43 | President and Chief Executive Officer | ||||
George Thomas | 52 | Senior Vice President and Chief Financial Officer | ||||
Ang Kay Chai | 46 | Senior Vice President, Fab Operations | ||||
Hsia Liang Choo, PhD | 57 | Senior Vice President, Technology Development | ||||
Michael J. Rekuc | 56 | Senior Vice President, Worldwide Sales and Marketing | ||||
Simon Yang, PhD | 46 | Senior Vice President and Chief Technology Officer | ||||
Ang Tang Yong | 48 | Vice President, Fab Support Operations | ||||
Roy Kannan | 53 | Vice President and Chief Information Officer | ||||
Seungil Kim | 53 | Vice President, Quality and Reliability Assurance | ||||
Ng Seng Huwi | 48 | Vice President, Human Resources | ||||
Tan Seng Chai | 43 | Vice President, Strategy Resources |
(1) | Member of the Executive Committee. | |
(2) | Member of the Executive Resource and Compensation Committee, or the ERCC. | |
(3) | Member of the Audit Committee. | |
(4) | Member of the Nominating Committee. | |
(5) | Appointed as Director to our Board of Directors on January 1, 2006. |
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JAMES A. NORLING James A. Norling has served on our Board of Directors since March 1, 2001 and as our Chairman of the Board since August 1, 2002. Mr. Norling also served as interim Chief Executive Officer from May 2002 to June 2002. He has 37 years of working experience in the electronics industry. Mr. Norling was with Motorola Inc. from 1965 to 2000 holding various positions, including President of the Semiconductor Products Sector in 1986, President of the Europe, Middle East and Africa region in 1993, Deputy to the Chief Executive Officer in 1998 and President of the Personal Communications Sector in 1999 until his retirement. He has previously served as a board member and the Chairman of the Semiconductor Industry Association. Mr. Norling is currently a board member of Harley-Davidson, Inc. Mr. Norling holds a Bachelor of Science and a Master’s degree in Electrical Engineering from the University of Illinois. | ||
CHIA SONG HWEE Chia Song Hwee has served on our Board of Directors and as our President and Chief Executive Officer since June 2002. Prior to his appointment, Mr. Chia had served as our Chief Administrative Officer since September 2000, as our Senior Vice President since February 2000 and as our Chief Financial Officer since December 1997. Mr. Chia was our Director of Finance from April 1996 to December 1997. Since joining our company in 1996, his responsibilities have steadily expanded to include the areas of finance, strategic development, technology alliances and legal. From May 1992 through December 1994, Mr. Chia was Regional Financial Controller (Asia and Middle East) for Anadrill Technical Services, Inc. From January 1995 to April 1996, Mr. Chia was Regional Controller (Asia, Australia and Middle East) for Sedco Forex Technical Services, Inc. Mr. Chia received his Bachelor of Business (Accountancy), with distinction, from Edith Cowan University, Australia and is a member of CPA Australia. | ||
SUM SOON LIM Sum Soon Lim has served on our Board of Directors since February 1994. He was a corporate advisor to Temasek Holdings (Private) Limited from September 2002 to December 31, 2005. Prior to the cessation of operations of Singapore Technologies Pte Ltd on December 31, 2004, Mr. Sum was also a corporate advisor to Singapore Technologies Pte Ltd. Mr. Sum had worked with the Singapore Economic Development Board, DBS Bank, J.P. Morgan Inc., Overseas Union Bank Ltd and Nuri Holdings (S) Pte Ltd, a private investment holding company. He was also a member of the Securities Industry Council from January 1, 1998 to December 31, 2005. Mr. Sum currently also sits on the board of various companies, including Singapore Health Services Pte Ltd, Singapore Technologies Telemedia Pte Ltd and Singapore Press Holdings Ltd. He is also a Commissioner in P.T. Indosat Tbk. Mr. Sum received his Bachelor of Science (Honors) in Production Engineering from the University of Nottingham, England. | ||
ROBERT E. LA BLANC Robert E. La Blanc has served on our Board of Directors since May 1998 and is the President of Robert E. La Blanc Associates, Inc., an information technologies consulting and investment banking firm. From 1979 to 1981, Mr. La Blanc was Vice Chairman of Continental Telecom, Inc. and from 1969 to 1979, a General Partner of Salomon Brothers Inc. Mr. La Blanc has also held various senior positions within companies in the telecommunications industry including AT&T, Bell Telephone Laboratories and New York Telephone Company. Mr. La Blanc received his B.E.E from Manhattan College and his Master of Business Administration from New York University. Mr. La Blanc also is a graduate of the Operating Engineers Program at Bell Telephone Laboratories and the USAF Communications Officers School. |
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ANDRE BORREL Andre Borrel has served on our Board of Directors since July 1998 and is currently working as a consultant in the semiconductor industry. Prior to joining our Board of Directors, Mr. Borrel was Senior Vice President and General Manager of Communications, Power and Signal Technology Group at Motorola Inc. Mr. Borrel is also an Officer of the French National Order of Merit and holds a Master’s degree in Electronics from “Ecole Nationale Superieure des Telecommunications” in Paris, France. | ||
CHARLES E. THOMPSON Charles E. Thompson has served on our Board of Directors since September 1998 and is currently working as a consultant in the information technology/semiconductor technology industry. From 1973 to 1996, Mr. Thompson was World Marketing Senior Vice President at Motorola Inc. Prior thereto, Mr. Thompson was Computer Department Sales Director at General Electric. Mr. Thompson received his Bachelor of Science in Mathematics from the University of Washington. | ||
TSUGIO MAKIMOTO, PhD Dr. Tsugio Makimoto has served on our Board of Directors since September 1999 and has more than 40 years of working experience in the semiconductor industry. He is currently a consultant in the field of electronics after retiring from Sony Corporation, or Sony, in May 2005. He joined Sony in 2000 as Corporate Senior Executive Vice President, followed by Corporate Advisor in 2001. Prior to joining Sony, Dr. Makimoto has worked for Hitachi Ltd since 1959 where he has held various senior positions, including Executive Managing Director in 1993, Senior Executive Managing Director in 1997 and Corporate Chief Technologist since 1998. Dr. Makimoto was an auditor of Hitachi Chemical Corporation from 2000 to 2003. Dr. Makimoto is currently the Chairman of PDF Solutions (Japan) KK. He was nominated a Fellow of the Institute of Electrical and Electronics Engineers, Inc. in 1997. Dr. Makimoto was also a visiting professor at Toyo University (1999-2001). | ||
TAY SIEW CHOON Tay Siew Choon has served on our Board of Directors since July 2001. Mr. Tay was formerly a corporate advisor to Singapore Technologies Pte Ltd which ceased operations on December 31, 2004. Prior to that, he was Managing Director and Chief Operating Officer in Singapore Technologies Pte Ltd. From 1998 to 2000, Mr. Tay was the Managing Director and Deputy Chief Executive Officer of SembCorp Industries Ltd and has held various senior positions in Singapore Technologies Industrial Corporation Ltd. Mr. Tay currently also sits on the board of various companies including STATS ChipPAC Ltd (formerly ST Assembly Test Services Ltd), SNP-LeeFung Holdings Limited, Straco Corporation Limited and Pan-United Corporation Ltd. He is currently Chairman of SNP Corporation Ltd and Deputy Chairman of Green Dot Capital Pte Ltd, a wholly owned subsidiary of Temasek Holdings (Private) Limited. Mr. Tay received his Bachelor of Engineering (Electrical) (Honors) from Auckland University and his Masters of Science in Systems Engineering from the former University of Singapore (now National University of Singapore). |
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PETER SEAH LIM HUAT Peter Seah has served on our Board of Directors since January 2002. Mr. Seah is currently a member of the Temasek Advisory Panel. Prior to the cessation of operations of Singapore Technologies Pte Ltd on December 31, 2004, Mr. Seah was the President and Chief Executive Officer of Singapore Technologies Pte Ltd. Before joining Singapore Technologies Pte Ltd, he was a banker for 32 years, 22 of which were with the Overseas Union Bank Ltd and before that with Citibank. He retired from his position as Vice Chairman and Chief Executive Officer at Overseas Union Bank Ltd in September 2001. Mr. Seah currently sits on the board of various companies including SembCorp Industries Ltd, CapitaLand Ltd, ST Engineering Ltd and STATS ChipPAC Ltd (formerly ST Assembly Test Services Ltd). Mr. Seah graduated from the former University of Singapore in 1968 with an honors degree in Business Administration. For his public service, he was awarded the Public Service Medal (1995) as well as the Public Service Star (1999) by the Singapore Government. | ||
PHILIP TAN YUEN FAH Philip Tan has served on our Board of Directors and as our Chairman of the Audit Committee since October 2003. He is currently an independent consultant and also sits on the board of companies such as Overseas Union Insurance Ltd and Singapore Food Industries Ltd. Mr. Tan is a veteran in the banking and financial industry. He retired in 2002 from Overseas Union Bank Ltd after holding various positions since joining the bank in 1979. Mr. Tan holds a Bachelor of Accountancy from the University of Singapore and a Bachelor of Law from the University of Wolverhampton, UK. In addition, Mr. Tan also holds a graduate diploma in Business Administration from the Manchester Business School, UK. He is a Certified Public Accountant and a member of the Accounting Standards Committee of the Institute of Certified Public Accountants of Singapore. He is also a Chartered Management Accountant of the Chartered Institute of Management Accountants of UK and a Fellow of CPA Australia. | ||
PASQUALE PISTORIO Pasquale Pistorio has served on our Board of Directors since May 2005 and is currently the Honorary Chairman of STMicroelectronics. Mr. Pistorio brings to Chartered more than 38 years of industry leadership experience. Mr. Pistorio is known for his business acumen, his contributions to Europe’s microelectronics industry, and his strong advocacy of environmental protection and corporate social responsibility. Among his numerous accolades, Mr. Pistorio received the “Lifetime Achievement Award” from Reed Electronics Group in 2003, was named first place in the “Top 25 Movers and Shakers” ranking by Time magazine in 2002, and was voted among the top 50 “Stars of Europe” by Business Week magazine. Mr. Pistorio’s greatest achievement was the integration of SGS Group with Thomson Semiconducteurs in 1987 to form SGS-THOMSON Microelectronics, which was renamed STMicroelectronics in 1998. Mr. Pistorio served as STMicroelectronics’ president and Chief Executive Officer from 1998 until his retirement in March 2005, during which STMicroelectronics grew to become one of the world’s top semiconductor companies. Mr. Pistorio holds a degree in electronics from the Polytechnic of Turin, Italy. | ||
STEVEN H. HAMBLIN Steven H. Hamblin has served on our Board of Directors and as a member of the Audit Committee since January 2006. He is currently an independent consultant and also sits on the Board of STATS ChipPAC Ltd, which is also dual listed on the Singapore Exchange and NASDAQ. Mr. Hamblin brings to Chartered more than 30 years of experience in the electronics industry. From 1984 to 1996, Mr. Hamblin held various senior positions in Compaq Computer Corporation, or Compaq, including Vice President of Systems Division Operations, Vice President of Finance and Manufacturing Strategy, and Vice President and General Manager of the Asia/Pacific Division. Prior to joining Compaq, Mr. Hamblin held various financial controller positions with Texas Instruments and General Instrument. Mr. Hamblin holds a Bachelor of Science degree in Civil Engineering from the University of Missouri, Columbia and a Master of Science degree in Industrial Administration from Carnegie-Mellon University. |
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GEORGE THOMAS George Thomas has served as our Senior Vice President and Chief Financial Officer since March 2005 and oversees our company’s finance, investor relations and legal functions. He also served as our Vice President and Chief Financial Officer since August 2002 and Vice President of Finance since September 2000. He joined our company in May 2000 as Group Controller. Mr. Thomas began his Finance/Accounting career with Canadian Met-Chem, a subsidiary of U.S. Steel Corporation as Internal Auditor and Senior Accounts Executive in 1978. From June 1983 to April 2000, he held various positions at Schlumberger’s Sedco Forex Division, including Controller, Operations-Worldwide, Regional Controller, Asia & Australia, Controller, Indonesia Operations, and Finance Manager of Arabian Drilling Company, a joint venture between Schlumberger and Petromin. He has served on the Board of Directors of Chartered Silicon Partners Pte Ltd since April 2001 and the Board of Directors of Silicon Manufacturing Partners Pte Ltd as an alternate director since July 2003. Mr. Thomas received his bachelor degree in Commerce and in General Law. He is also a member of the Institute of Chartered Accountants of India. | ||
ANG KAY CHAI Ang Kay Chai has served as our Senior Vice President, Fab Operations, since September 2002 and is currently the General Manager of Chartered Silicon Partners Pte Ltd. Mr. Ang is responsible for the manufacturing strategy and operational excellence across all of Chartered’s fabs. Mr. Ang returned to Chartered after spending four years at Silterra Malaysia Sdn, Bhd., where he was responsible for fab operations. There, he led teams in technology partner selection, green field fab start-up, transfer of 0.25um and 0.18um technology and development of foundry-compatible process capabilities. Prior to that, Mr. Ang spent nine years at Chartered where he led the initial conception, development and ramp of Fab 2 and Fab 3. Mr. Ang first joined Chartered in 1989 and was one of the pioneers on Chartered’s Fab 1 team. Mr. Ang holds a Master of Science degree in Engineering from the University of Texas and a Bachelor of Engineering degree from the National University of Taiwan. | ||
HSIA LIANG CHOO, PhD Dr. Hsia Liang Choo has served as our Senior Vice President, Technology Development, since June 2005. He is responsible for Chartered’s technology development organization and directing our company’s efforts toward technology leadership in the foundry industry. From October 2000 to May 2005, Dr. Hsia served as our Vice President of Advanced Module Development and led Chartered’s collaborative development efforts at 90nm and 65nm. Dr. Hsia draws on nearly 25 years of experience in semiconductor technology development. Prior to joining Chartered, Dr. Hsia was director of technology development at United Microelectronics Corporation in Taiwan. He also spent over a decade with IBM as an advisory scientist in various divisions. Dr. Hsia was awarded 25 US patents with 16 more pending, and his work has been featured in more than 80 technical publications. Dr. Hsia holds a doctorate degree in physics from Ohio State University. | ||
MICHAEL J. REKUC Michael J. Rekuc has served as our Senior Vice President, Worldwide Sales and Marketing, since August 2003. He has the overall responsibility for global sales, marketing and services, customer support and regional business operations. From January 1999 to July 2003, Mr. Rekuc served as President of our Americas operations. Mr. Rekuc has over 30 years of electronics and semiconductor industry experience. From 1976 until joining Chartered in January 1999, Mr. Rekuc held sales, management and director positions in the semiconductor product sector of Motorola Inc. His last few positions at Motorola Inc. included worldwide responsibilities as global sales director for wireless subscriber systems and a two-year role as vice president and sales director for personal computers, computing and peripherals. Mr. Rekuc holds a BSEE from Lawrence Institute of Technology. |
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SIMON YANG, PhD Dr. Simon Yang has served as our Senior Vice President and Chief Technology Officer since October 2005. Dr. Yang is responsible for developing and driving strategic programs in support of Chartered’s corporate objectives and long-term strategic direction. Dr. Yang brings more than 18 years of experience in the semiconductor industry. He previously held key positions in technology development and advanced fab operations. Dr. Yang was a senior vice president for logic technology development and manufacturing at Semiconductor Manufacturing International Corporation (SMIC) and prior to that, a director of logic device and process integration at Intel. Prior to joining Chartered, he was president and Chief Executive Officer of Ciwest, a semiconductor start-up based in China. Dr. Yang has been awarded 12 U.S. patents and is the author or co-author of more than 30 technical papers. Dr. Yang holds a bachelor’s degree in electrical engineering from Shanghai University of Science and Technology, and a master’s degree in physics and doctorate degree in materials engineering from Rensselaer Polytechnic Institute in Troy, New York. | ||
ANG TANG YONG Ang Tang Yong has served as our Vice President, Fab Support Operations since July 2002 and has overall responsibility for facilities and supply management. Mr. Ang first joined our company in 1993 as Facilities Director and during the next seven years served consecutively as Vice President and Operations Manager of our Fab 1, General Manager of Silicon Manufacturing Partners Pte Ltd, and as General Manager of Chartered Silicon Partners Pte Ltd. Mr. Ang has more than 20 years of working experience in the semiconductor industry. Prior to joining our company, Mr. Ang held positions in the United States and Singapore with AT&T, Hitachi and Texas Instruments. From March 2001 to July 2002, he was president of Ellipsiz, a provider of semiconductor engineering and manufacturing services, headquartered in Singapore. Mr. Ang received a diploma in electrical engineering from Singapore Polytechnic and a master’s degree in business administration from the State University of New York. | ||
ROY KANNAN Roy Kannan has served as our Vice President and Chief Information Officer, or CIO, since September 2003. Mr. Kannan is responsible for our global information technology organization and for driving our company’s strategic initiative to extend a virtual business systems network for supporting the business systems network for supporting the business requirements of customers, partners, suppliers and employees. He joined us from the RGM group, a multi-divisional conglomerate, where he was the CIO. His responsibilities included the revamp of our company’s data, voice, network and security infrastructure, as well as the management of information systems, or IS, operations and data centers. During Mr. Kannan’s more than 20 years of experience in the IS industry, he has held senior positions at leading IS solutions companies such as Compaq, Mastek, Digital Equipment and Patni. Mr. Kannan holds a Bachelor of Chemical Engineering from the Indian Institute of Technology, Madras, and a post-graduate diploma in management from the Indian Institute of Management, Ahmedabad. |
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SEUNGIL KIM Seungil Kim has served as our Vice President, Quality and Reliability Assurance, or QRA, since March 2005. Mr. Kim is responsible for Chartered’s quality control and reliability assurance management initiatives, for continually enhancing our company’s global standards of quality excellence in operational and business best practices across its fabrication facilities and regional offices worldwide. Mr. Kim brings more than 20 years of experience in the semiconductor industry, and has held management positions in QRA, sales and marketing, and fab operations. Before joining Chartered, he was senior advisor of QRA with United Microelectronics Corporation in Taiwan. Prior to that, Mr. Kim spent 15 years with Hynix Semiconductor in the United States and Korea. His last position was president and Chief Executive Officer of Hynix Semiconductor Manufacturing America and was responsible for the region’s activities, including manufacturing, QRA, engineering and facilities management. Previously in Korea, he served as senior vice president of Hynix Semiconductor Manufacturing Division and vice president of corporate quality and reliability division. He started his career with IBM Corporation in East Fishkill, New York, as a senior associate engineer responsible for semiconductor product quality assurance testing. Mr. Kim holds a bachelor’s degree in electrical engineering from Illinois Institute of Technology, Chicago. | ||
NG SENG HUWI Ng Seng Huwi has served as our Vice President, Human Resources, since July 2003. Mr. Ng is responsible for the overall development and implementation of policies and processes in our company’s human resources management system. Mr. Ng brings with him extensive work experience in a number of large multi-national companies. He joined us from Praxair Inc., where he was vice president of Asia Human Resources with responsibilities that included ensuring organizational effectiveness, improving productivity and managing performance. During his 24-year professional career, Mr. Ng has lived and worked around the world, holding a variety of human resources, engineering and operations positions in global companies, including Schlumberger, Unilever and ICI. Mr. Ng holds a Bachelor of Engineering (Honors) from the University of Aberdeen in Scotland and an MBA from the University of Sheffield, England. | ||
TAN SENG CHAI Tan Seng Chai has served as our Vice President, Strategy Resources, since July 2003. Mr. Tan has overall responsibility for the coordination of Chartered’s long-term strategic initiatives and serves as the liaison with the management team, as well as the external communication teams. Prior to his appointment, Mr. Tan served as our Vice President, Human Resources from July 1999 to July 2003. He joined our company in April 1996 as a human resource manager. Mr. Tan has more than 17 years of experience in the semiconductor industry. He began his career at National Semiconductor Manufacturer Pte Ltd in 1987 where he held various positions in engineering, production and human resource management. Mr. Tan later joined Creative Technology Ltd in 1994 and prior to joining our company, he was Creative Technology Ltd’s Senior Manager, Human Resource. Mr. Tan holds a Bachelor of Engineering (Honors) from the National University of Singapore in 1987 and a Master of Science (Industrial and System Engineering) from the National University of Singapore in 1991. |
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Salary(1) | Bonus | Others(2) | Director's Fees(3) | Total | ||||||||||||||||
(in $ thousands) | ||||||||||||||||||||
James A. Norling | — | — | — | 87 | 87 | |||||||||||||||
Lim Ming Seong(4) | — | — | — | 14 | 14 | |||||||||||||||
Chia Song Hwee | 406 | 194 | (5) | 35 | — | 635 | ||||||||||||||
Sum Soon Lim | — | — | — | 40 | 40 | |||||||||||||||
Robert E. La Blanc | — | — | — | 50 | 50 | |||||||||||||||
Andre Borrel | — | — | — | 56 | 56 | |||||||||||||||
Charles E. Thompson | — | — | — | 46 | 46 | |||||||||||||||
Tsugio Makimoto | — | — | — | 40 | 40 | |||||||||||||||
Tay Siew Choon | — | — | — | 34 | 34 | |||||||||||||||
Peter Seah Lim Huat | — | — | — | 40 | 40 | |||||||||||||||
Philip Tan Yuen Fah | — | — | — | 41 | 41 | |||||||||||||||
Pasquale Pistorio(6) | — | — | — | 15 | 15 | |||||||||||||||
Total as of December 31, 2005 | 406 | 194 | 35 | 463 | 1,098 | |||||||||||||||
Total as of December 31, 2004 | 416 | — | 29 | 460 | 905 | |||||||||||||||
(1) | Base salary (inclusive of employers’ Central Provident Fund, or CPF). | |
(2) | Allowances (inclusive of employers’ CPF) and others. | |
(3) | Shareholders’ approval will be sought at our annual general meeting to be held in April 2006 for the payment of our directors’ fees of approximately $462,334 for the fiscal year ended December 31, 2005. | |
(4) | Mr. Lim Ming Seong retired in April 2005. | |
(5) | Bonus to be paid in 2006, inclusive of employer CPF contribution and translated to US$ based on average buying rate on January 25, 2006 of S$1.6219 = $1.00. | |
(6) | Mr. Pasquale Pistorio was appointed a Director to our Board of Directors in May 2005. |
19
• | the requirement that a majority of Board members must be independent; | ||
• | the requirement that the compensation committee must be comprised solely of independent directors, or that compensation of our senior management must be made by a majority of the independent directors on the full Board; and | ||
• | the requirement that the nomination committee must be comprised solely of independent directors or that nominations must be made by a majority of the independent directors on the full Board. |
20
21
No. of Ordinary Shares | ||||||||
Directors | Beneficially Owned(1) | |||||||
James A. Norling | 1,662,631 | ö | ||||||
Chia Song Hwee | 4,870,857 | ÷ | ||||||
Sum Soon Lim | 716,166 | ÷ | ||||||
Robert E. La Blanc | 302,470 | ÷ | ||||||
Andre Borrel | 393,608 | ÷ | ||||||
Charles E. Thompson | 312,966 | ÷ | Please see | |||||
Tsugio Makimoto | 256,216 | ñ | Note (2) below. | |||||
Tay Siew Choon | 454,073 | ÷ | ||||||
Peter Seah Lim Huat | 240,330 | ÷ | ||||||
Philip Tan Yuen Fah | 85,000 | ÷ | ||||||
Pasquale Pistorio | 250,000 | ø | ||||||
All directors and senior management(3) as a group (21 persons)) | 16,786,939 |
Notes: |
(1) | Gives effect to the ordinary shares issuable within 60 days from December 31, 2005 upon the exercise of all options and other rights beneficially owned by the indicated shareholders on that date. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to ordinary shares. Except for 36,000 shares held by James A. Norling and 132,070 shares held by Michael J. Rekuc which are jointly held, the persons named in the table have sole voting and sole investment control with respect to all ordinary shares beneficially owned. | |
(2) | Less than 1% of our outstanding ordinary shares as of December 31, 2005. | |
(3) | None of our directors or senior management individually owns 1% or more of our outstanding ordinary shares. |
22
Directors | As of December 31, 2005 | Exercise Price S$ | Exercise Period | |||||||||
James A. Norling | 58,609 | 4.05 | 28/03/2002 to 28/03/2006 | |||||||||
58,609 | 4.26 | 15/08/2002 to 15/08/2006 | ||||||||||
58,609 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
1,172,195 | 3.88 | 01/05/2002 to 01/05/2012 | ||||||||||
58,609 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
50,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
60,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
110,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
110,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Chia Song Hwee | 10,467 | 1.18 | 28/10/1997 to 28/10/2006 | |||||||||
20,935 | 1.00 | 28/11/1998 to 28/11/2007 | ||||||||||
61,704 | 0.80 | 30/11/1998 to 29/11/2008 | ||||||||||
26,444 | 0.80 | 30/04/1999 to 29/04/2009 | ||||||||||
234,439 | 2.86 | 29/10/1999 to 29/10/2009 | ||||||||||
70,331 | 2.86 | 29/04/2000 to 29/10/2009 | ||||||||||
410,268 | 14.24 | 06/04/2001 to 06/04/2010 | ||||||||||
527,487 | 10.12 | 03/10/2001 to 03/10/2010 | ||||||||||
263,743 | 4.05 | 28/03/2002 to 28/03/2011 | ||||||||||
263,743 | 4.26 | 15/08/2002 to 15/08/2011 | ||||||||||
234,439 | 3.46 | 22/02/2003 to 22/02/2012 | ||||||||||
2,344,391 | 1.86 | 30/08/2003 to 30/08/2012 | ||||||||||
300,000 | 0.72 | 28/02/2004 to 28/02/2013 | ||||||||||
700,000 | 1.10 | 29/08/2004 to 29/08/2013 | ||||||||||
1,000,000 | 1.70 | 27/02/2005 to 27/02/2014 | ||||||||||
220,000 | 1.02 | 30/07/2004 to 30/07/2014 | ||||||||||
1,000,000 | * | 1.16 | 26/08/2006 to 26/08/2015 | |||||||||
Sum Soon Lim | 46,887 | 4.05 | 28/03/2002 to 28/03/2006 | |||||||||
46,887 | 4.26 | 15/08/2002 to 15/08/2006 | ||||||||||
46,887 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
46,887 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
25,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Robert E. La Blanc | 29,304 | 4.05 | 28/03/2002 to 28/03/2006 | |||||||||
29,304 | 4.26 | 15/08/2002 to 15/08/2006 | ||||||||||
29,304 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
29,304 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
25,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Andre Borrel | 46,887 | 4.05 | 28/03/2002 to 28/03/2006 | |||||||||
46,887 | 4.26 | 15/08/2002 to 15/08/2006 | ||||||||||
46,887 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
46,887 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
40,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
45,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
85,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Charles E. Thompson | 29,304 | 4.05 | 28/03/2002 to 28/03/2006 | |||||||||
29,304 | 4.26 | 15/08/2002 to 15/08/2006 | ||||||||||
29,304 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
29,304 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
25,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 |
23
Directors | As of December 31, 2005 | Exercise Price S$ | Exercise Period | |||||||||
Tsugio Makimoto | 29,304 | 4.05 | 28/03/2002 to 28/03/2006 | |||||||||
29,304 | 4.26 | 15/08/2002 to 15/08/2006 | ||||||||||
29,304 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
29,304 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
25,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Peter Seah Lim Huat | 23,443 | 3.46 | 22/02/2003 to 22/02/2007 | |||||||||
46,887 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
40,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
45,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
85,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
85,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Tay Siew Choon | 23,443 | 4.26 | 15/08/2002 to 15/08/2006 | |||||||||
29,304 | 3.46 | 22/02/2003 to 22/02/2007 | ||||||||||
234,439 | 3.88 | 01/05/2002 to 01/05/2007 | ||||||||||
46,887 | 1.86 | 30/08/2003 to 30/08/2007 | ||||||||||
25,000 | 0.72 | 28/02/2004 to 28/02/2008 | ||||||||||
35,000 | 1.10 | 29/08/2004 to 29/08/2008 | ||||||||||
60,000 | 1.70 | 27/02/2005 to 27/02/2009 | ||||||||||
60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Philip Tan Yuen Fah | 85,000 | 1.70 | 27/02/2005 to 27/02/2009 | |||||||||
85,000 | * | 1.16 | 26/08/2006 to 26/08/2010 | |||||||||
Pasquale Pistorio | 60,000 | * | 1.16 | 26/08/2006 to 26/08/2010 |
Note: |
24
• | the exercise price of the option is at least 110% of the fair market value of an ordinary share on the date of grant; and | ||
• | in the case of an incentive stock option, such option by its terms is not exercisable after the expiration of five years from the date of grant. |
25
(c) | |||||||||||||
Number of Securities | |||||||||||||
(a) | Remaining Available | ||||||||||||
Number of Securities | (b) | for Future Issuance | |||||||||||
to be Issued upon | Weighted-average | under Equity | |||||||||||
Exercise of | Exercise Price of | Compensation Plans | |||||||||||
Outstanding Options, | Outstanding Options, | (Excluding Securities | |||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | in Column (a)) | ||||||||||
Equity compensation plans approved by shareholders | 113,480,367 | $2.04 | 90,521,003 | ||||||||||
Equity compensation plans not approved by shareholders | N.A. | * | N.A. | * | N.A. | * | |||||||
Total | 113,480,367 | $2.04 | 90,521,003 |
* Chartered does not have any equity compensation plans which have not been approved by shareholders.
Ordinary Shares(1) | ||||||||
Beneficially Owned(2) | ||||||||
Shareholders Holding 5% or More | Number | Percentage | ||||||
Temasek Holdings (Private) Limited(3) | 1,511,831,883 | 60.15 | % |
Notes: |
(1) | The number of ordinary shares listed in this table includes ordinary shares held in the form of ADSs. | |
(2) | Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to ordinary shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all ordinary shares beneficially owned. | |
(3) | The 1,511,831,883 ordinary shares beneficially owned by Temasek includes (a) the 1,295,324,883 ordinary shares held by ST Semiconductors; (b) the 215,000,000 ordinary shares subject to the terms of a securities lending agreement entered into by ST Semiconductors with a certain financial institution and (c) the 1,507,000 ordinary shares held by other companies within the Temasek group. ST Semiconductors is a wholly-owned subsidiary of Temasek. Temasek may therefore be deemed to beneficially own the shares owned by ST Semiconductors, because it is the parent company of ST Semiconductors. |
26
Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | Mar | Jun | Sep | Dec | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
00 | 01 | 01 | 01 | 01 | 02 | 02 | 02 | 02 | 03 | 03 | 03 | 03 | 04 | 04 | 04 | 04 | 05 | 05 | 05 | 05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chartered Semiconductor Manufacturing Ltd.- ADR | $ | 100 | $ | 91 | $ | 96 | $ | 65 | $ | 100 | $ | 102 | $ | 76 | $ | 24 | $ | 17 | $ | 15 | $ | 23 | $ | 38 | $ | 45 | $ | 42 | $ | 36 | $ | 27 | $ | 27 | $ | 27 | $ | 34 | $ | 30 | $ | 34 | ||||||||||||||||||||||||||||||||||||||||||
S&P© 500 | $ | 100 | $ | 88 | $ | 93 | $ | 80 | $ | 88 | $ | 88 | $ | 77 | $ | 63 | $ | 69 | $ | 66 | $ | 77 | $ | 79 | $ | 88 | $ | 90 | $ | 91 | $ | 90 | $ | 98 | $ | 96 | $ | 97 | $ | 101 | $ | 103 | ||||||||||||||||||||||||||||||||||||||||||
S&P© Semiconductors Index | $ | 100 | $ | 77 | $ | 86 | $ | 57 | $ | 84 | $ | 84 | $ | 52 | $ | 36 | $ | 41 | $ | 43 | $ | 54 | $ | 67 | $ | 81 | $ | 75 | $ | 73 | $ | 56 | $ | 64 | $ | 63 | $ | 69 | $ | 73 | $ | 72 |
Note: | An adjustment factor of 0.8552 has been applied to historical ADS prices prior to September 12, 2002 to reflect the Company’s eight-for-ten October 2002 Rights Offering. |
COMPANY SECRETARY
March 24, 2006
IMPORTANT
1. | For investors who have used their CPF moneys to buy shares of Chartered Semiconductor Manufacturing Ltd, the Annual Report 2005 is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. | |||
2. | This Proxy Form is not valid for use by the following and shall be ineffective for all intents and purposes if used or purported to be used by them: (a) Investors who have used their CPF monies to buy Chartered ordinary shares. (b) Holders of Chartered convertible redeemable preference shares. | |||
3. | CPF Investors who wish to vote should contact their CPF Approved Nominees. |
PROXY FORM – EIGHTEENTH ANNUAL GENERAL MEETING
I/We, ____________________________________ (Name), of ____________________________________
__________________________________________ (Address) being a member(s) of CHARTERED SEMICONDUCTOR MANUFACTURING LTD (the “Company”) hereby appoint
NRIC/Passport | Proportion of | ||||||||||
Name | Address | Number | Shareholding(%) | ||||||||
and/or (delete as appropriate) | |||||||||||
as my/our proxy, to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Eighteenth Annual General Meeting (“Eighteenth AGM”) of the Company to be held at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 on April 26, 2006 at 11:00 a.m. (Singapore Time), and at any adjournments thereof.
(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the Resolutions as set out in the Notice of the Eighteenth AGM and summarised below. In the absence of any specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Eighteenth AGM).
No. | Routine Business — Ordinary Resolutions | For | Against | ||||||||||
1 | ) | To adopt the Audited Accounts of the Company for the year ended December 31, 2005, including the reports of the Directors and the Auditors. | |||||||||||
2 | (a)(i) | To re-elect Mr. James A. Norling as a Director of the Company pursuant to Article 94 of the Company’s Articles of Association. | |||||||||||
2 | (a)(ii) | To re-elect Mr. Philip Tan Yuen Fah as a Director of the Company pursuant to Article 94 of the Company’s Articles of Association. | |||||||||||
2 | (c) | To re-elect Mr. Steven H. Hamblin as a Director of the Company pursuant to Article 99 of the Company’s Articles of Association. | |||||||||||
3 | (a)(i) | To re-appoint Mr. Charles E. Thompson as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
3 | (a)(ii) | To re-appoint Mr. Andre Borrel as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
3 | (a)(iii) | To re-appoint Mr. Pasquale Pistorio as a Director of the Company to hold office until the next Annual General Meeting pursuant to Section 153(6) of the Companies Act, Chapter 50. | |||||||||||
4 | ) | To re-appoint KPMG as the Company’s Auditors and to authorize the Directors to fix their remuneration. | |||||||||||
5 | ) | To approve Directors’ fees of US$462,334 for the year ended December 31, 2005. | |||||||||||
No. | Special Business — Ordinary Resolutions | ||||||||||||
6 | (a) | To authorize the Directors to allot and issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Chapter 50. | |||||||||||
No. | Special Business — Ordinary Resolutions | For | Against | ||||||||||
6 | (b) | To authorize the Directors to create and issue securities and to allot and issue shares in the capital of the Company in connection therewith pursuant to Section 161 of the Companies Act, Chapter 50. | |||||||||||
6 | (c) | To authorize the Directors to offer and grant options and to allot and issue additional shares in the capital of the Company pursuant to the Company’s Share Option Plan 1999. | |||||||||||
6 | (d) | To authorize the Directors to offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the Company’s Employee Share Purchase Plan 2004. | |||||||||||
6 | (e) | To authorize the Directors to offer and grant purchase rights and to allot and issue additional shares in the capital of the Company pursuant to the Share Purchase Plan 2004 for Employees of Silicon Manufacturing Partners Pte Ltd. | |||||||||||
Dated this _________day of _______________2006.
Total Number of Shares Held | ||||
| ||||
IMPORTANT
Please read Notes below.
NOTES:
1. | Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50), you should insert that number of Shares. If you have Shares registered in your name in the Register of Shareholders (Members), you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Shareholders, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Shareholders. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. | |||
2. | A shareholder of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a member of the Company. | |||
3. | Where a shareholder appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. | |||
4. | The instrument appointing a proxy or proxies must be deposited at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 not less than 48 hours before the time appointed for the Eighteenth AGM, or any adjournments thereof. | |||
5. | The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorized. | |||
6. | A corporation which is a shareholder may authorize by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Eighteenth AGM, in accordance with Section 179 of the Companies Act, Chapter 50. |
GENERAL:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the shareholder, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Eighteenth AGM, or any adjournments thereof, as certified by The Central Depository (Pte) Limited to the Company.