![]() | Chartered Semiconductor Manufacturing Ltd. | |||||
60 Woodlands Industrial Park D | Tel | : | +(65) 6362 2838 | |||
Street 2 | Fax | : | +(65) 6362 2938 | |||
Singapore 738406 | Registration No. 198703584K | |||||
www.charteredsemi.com |
1) | Approval for Share Consolidation |
That, with effect from the date to be determined by the Directors of the Company and pursuant to Article 9(a) of the Articles of Association of the Company, approval be and is hereby given: |
(a) | for all the ordinary shares in the capital of the Company in issue (“Shares”) as at the Books Closure Date (as defined in the Proxy Statement issued in connection with, and accompanying this Notice of EGM (“Proxy Statement”)) to be consolidated by consolidating every ten Shares held as at the Books Closure Date into one Share (“Consolidated Share”) in the manner set out in the Proxy Statement (“Share Consolidation”); | ||
(b) | for any fraction of a Consolidated Share which may arise from the Share Consolidation to be disregarded; and | ||
(c) | for the Directors of the Company to do such acts and things as they may consider necessary, advisable or expedient to give effect to this Resolution. |
2) | Approval for Payment of Standby Purchaser Fee |
That, in connection with the 27-for-10 renounceable underwritten rights issue of new Shares (“Rights Shares”) at S$0.07 for each Rights Share (“Rights Share Price”) announced by the Company on March 9, 2009 (“Rights Issue”), approval be and is hereby given for an amount of S$8,310,863.37 (“Standby Purchaser Fee”) to be paid by the underwriters for the Rights Issue to Singapore Technologies Semiconductors Pte Ltd (“STS”), a wholly owned subsidiary of Temasek Holdings (Private) Limited, in consideration of its agreement with the underwriters dated March 9, 2009 (“Standby Purchase Agreement”) to act as a standby purchaser and purchase up to approximately 90% of the total number of Rights Shares offered for subscription under the Rights Issue, which amount shall be paid out of the underwriting commission to be paid by the Company to the underwriters on or about April 15, 2009. |
1
(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 Shares who is registered with The Central Depository (Pte) Limited as at 48 hours before the time set for the Extraordinary General Meeting on April 30, 2009 shall be entitled to vote in person or by proxy at the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting. | |
(5) | A Shareholder entitled to attend and vote at the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting by the Shareholder submitting a subsequently dated instrument appointing a proxy or at the Extraordinary General Meeting prior to the vote of the resolution by the Shareholder attending the Extraordinary General Meeting and voting in person. | |
(6) | The Company is subject to the continuing Nasdaq Global Select 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. |
COMPANY SECRETARY
March 30, 2009
2
![(MAP)](https://capedge.com/proxy/6-K/0001145549-09-000530/u00185u0018501.gif)
3
![]() | Chartered Semiconductor Manufacturing Ltd. | |||||
60 Woodlands Industrial Park D | Tel | : | +(65) 6362 2838 | |||
Street 2 | Fax | : | +(65) 6362 2938 | |||
Singapore 738406 | Registration No. 198703584K | |||||
www.charteredsemi.com |
5
(1) | Share Consolidation; and | |
(2) | Payment of the Standby Purchaser Fee. |
6
7
Date | Event | |
March 9, 2009 | Announcement of Share Consolidation | |
March 30, 2009 | Notice of EGM Announcement of Share Consolidation ratio | |
April 30, 2009 | Date of EGM Notice of Books Closure Date given | |
May 15, 2009 | Trading of Shares ceases at 5.00 p.m. (Singapore time) | |
May 18, 2009 | Effective Trading Date — trading of Consolidated Shares commences from 9.00 a.m. (Singapore time) | |
May 20, 2009, 5.00 p.m. (Singapore time) | Books Closure Date for the Share Consolidation — Share Consolidation becomes effective. |
(a) | trading in the Shares will cease at 5.00 p.m. (Singapore time) on the day falling four market days before the Books Closure Date — this date is currently expected to be May 15, 2009; and | |
(b) | trading in the Consolidated Shares; will commence from 9.00 a.m. (Singapore time) on the day falling three market days before the Books Closure Date — this date is currently expected to be May 18, 2009 (“Effective Trading Date”). |
8
(a) | the payment of the Standby Purchaser Fee, if it were made a term of the Rights Issue, would cause the Rights Issue not to be regarded as a public offering under Nasdaq rules; and | |
(b) | however, if the payment of the Standby Purchaser Fee is made subject to the approval of the Ordinary Shareholders and such payment is not a condition to the Rights Issue (that is, the Rights Issue will proceed whether or not such payment is approved by the Ordinary Shareholders), then the Rights Issue would be regarded as a public offering under Nasdaq rules. |
(a) | is approved by Ordinary Shareholders, STS will receive the Standby Purchaser Fee payable by the Underwriters in consideration of STS’ standby purchase commitment; and | |
(b) | is not approved by Ordinary Shareholders, then the entire Standby Purchaser Fee will not be payable, and accordingly, such amount will not be paid out of the underwriting commission paid to the Underwriters and will be retained by the Company. |
9
10
IMPORTANT
1. | For investors who have used their CPF monies to buy Shares of Chartered Semiconductor Manufacturing Ltd., the Notice of Extraordinary General Meeting and accompanying Proxy Statement are 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 – EXTRAORDINARY 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) | |||||||||||
or failing whom, the Chairman of the Meeting, 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 Extraordinary General Meeting of the Company to be held at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 on April 30, 2009 at 11.15 a.m. (Singapore Time) (or so soon thereafter following the conclusion or adjournment of the Twenty-First Annual General Meeting of the Company to be held at 11.00 a.m. on the same day and the same place), 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 Extraordinary General Meeting 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 Extraordinary General Meeting.)
No. | Ordinary Resolutions | For | Against | ||||||||||
1 | To approve the Share Consolidation. | ||||||||||||
2 | To approve the Payment of Standby Purchaser Fee. | ||||||||||||
Dated this _________day of _______________2009.
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 Extraordinary General Meeting, 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 Extraordinary General Meeting, 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 Extraordinary General Meeting, or any adjournments thereof, as certified by The Central Depository (Pte) Limited to the Company.