(1) | To adopt the Audited Financial Statements of STATS ChipPAC for the financial year ended December 27, 2009, together with the Reports of the Directors and the Auditors. | |
(2) | To re-elect the following Directors, each of whom will retire pursuant to Article 94 of the Articles of Association of STATS ChipPAC and who, being eligible, offer themselves for re-election: |
(a) | Mr. Tan Lay Koon; and | ||
(b) | Mr. Peter Seah Lim Huat. |
(3) | To re-appoint the following Directors, each of whom will retire under Section 153(6) of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), to hold office from the date of this Annual General Meeting until the next annual general meeting of STATS ChipPAC: |
(a) | Mr. Charles R. Wofford; and | ||
(b) | Mr. R. Douglas Norby. |
(4) | To re-appoint PricewaterhouseCoopers LLP as Auditors to hold office until the conclusion of the next annual general meeting of STATS ChipPAC at a remuneration to be determined by the Board of Directors upon the recommendation of the Audit Committee of the Board of Directors. | |
(5) | To approve Directors’ fees totalling approximately US$467,000 (approximately S$652,000 based on the exchange rate as of March 11, 2010) for the financial year ending December 26, 2010. |
(6) | To consider and, if thought fit, to pass, with or without modifications, the following resolutions which will be proposed as ordinary resolutions: | |
Ordinary Resolutions |
(a) | Authority to allot and issue shares and to create and issue instruments and to allot and issue shares in connection therewith pursuant to Section 161 of the Companies Act. | ||
That pursuant to Section 161 of the Companies Act, the Directors be and are hereby authorized to: |
(I) | (i) | allot and issue shares in the capital of STATS ChipPAC 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, | |||
(II) | (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares pursuant to any Instrument made or granted by the Directors while this Resolution was in force, |
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provided that: |
(1) | the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued pursuant to Instruments made or granted under this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of STATS ChipPAC (as calculated in accordance with subparagraph 2 below), of which the aggregate number of shares to be issued other than on apro ratabasis to shareholders of STATS ChipPAC (including shares to be issued pursuant to Instruments made or granted under this Resolution) does not exceed 6% of the total number of issued shares (excluding treasury shares) in the capital of STATS ChipPAC (as calculated in accordance with subparagraph 2 below); | ||
(2) | (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may be issued under subparagraph 1 above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of STATS ChipPAC, at the time this Resolution is passed, after adjusting for: |
a. | new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and | ||
b. | any subsequent bonus issue, consolidation or subdivision of shares; |
(3) | in exercising the authority conferred by this Resolution, STATS ChipPAC 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 for the time being of STATS ChipPAC; and | ||
(4) | (unless revoked or varied by STATS ChipPAC in a general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of STATS ChipPAC or the date by which the next annual general meeting of STATS ChipPAC is required by law to be held, whichever is the earlier. |
(b) | Authority to allot and issue shares pursuant to the STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan and the STATS ChipPAC Ltd. Substitute Equity Incentive Plan (collectively, the “Substitute Plans”). | ||
That the Directors be and are hereby authorized to allot and issue from time to time such number of shares of STATS ChipPAC as may be required to be issued pursuant to the exercise of the options under the Substitute Plans. | |||
(c) | Authority to allot and issue shares pursuant to the STATS ChipPAC Ltd. Share Option Plan (the “Share Option Plan”). | ||
That the Directors be and are hereby authorized to allot and issue from time to time such number of shares of STATS ChipPAC as may be required to be issued pursuant to the exercise of the options under the Share Option Plan. | |||
(d) | Authority to grant performance shares and allot and issue shares pursuant to the STATS ChipPAC Ltd. Performance Share Plan 2009 (the “PSP 2009”). | ||
That the Directors be and are hereby authorised to grant performance shares, which represent unfunded and unsecured rights to receive ordinary shares of STATS ChipPAC, free of payment, in accordance with the rules of the PSP 2009, and to allot and issue from time to time such number of fully paid-up ordinary shares in the capital of STATS ChipPAC as may be required or allowed to be allotted and issued pursuant to the rules of the PSP 2009. | |||
(e) | Authority to award and allot and issue shares pursuant to the STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive Directors (the “NED Equity Grant Plan”). | ||
That the Directors be and are hereby authorized to make offers to selected directors of STATS ChipPAC who perform a non-executive function to participate in the NED Equity Grant Plan in accordance with the rules of the NED Equity Grant Plan, and to allot and issue from time to time such number of fully paid-up ordinary shares in the capital of STATS ChipPAC as may be required or allowed to be allotted and issued, free of payment, pursuant to the rules of the NED Equity Grant Plan. |
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(7) | To transact any other business as may be properly transacted at any annual general meeting. |
Notes: | ||
(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 STATS ChipPAC’s Register of Shareholders (i.e. Members). | |
(2) | 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 STATS ChipPAC. Shareholders may appoint any member of the Board or any other person as their proxy. The instrument appointing a proxy must be deposited at the registered office of STATS ChipPAC at 10 Ang Mo Kio Street 65, Techpoint #05-17/20, Singapore 569059 not less than 48 hours before the time appointed for holding the Annual General Meeting or at 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 such shareholder attending the Annual General Meeting and voting in person. | |
(3) | STATS ChipPAC is subject to the continuing listing rules of the SGX-ST and applicable U.S. federal securities laws. | |
(4) | STATS ChipPAC employs financial year reporting periods that end on the Sunday nearest and prior to December 31. STATS ChipPAC’s financial year 2009 ended on December 27, 2009. |
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1. | Adoption of the Audited Financial Statements of STATS ChipPAC for the financial year ended December 27, 2009, together with the Reports of the Directors and the Auditors. | |
2. | Re-election of Directors retiring by rotation pursuant to Article 94 of STATS ChipPAC’s Articles of Association. | |
3. | Re-appointment of Directors pursuant to Section 153(6) of the Companies Act. | |
4. | Re-appointment of PricewaterhouseCoopers LLP (“PwC”) as Auditors and authorization to the Board, upon the recommendation of the Audit Committee of the Board, to fix their remuneration. | |
5. | Approval of Directors’ fees for the financial year ending December 26, 2010. | |
6. | Authority to the Board of Directors to allot and issue shares and to create and issue instruments. |
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(i) | the STATS ChipPAC Ltd. Share Option Plan, as amended (the “Share Option Plan”): no more than 198 million shares (including the 80 million shares subject to the STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan and the STATS ChipPAC Ltd. Substitute Equity Incentive Plan); | |
(ii) | the proposed STATS ChipPAC Ltd. Performance Share Plan 2009 (the “PSP 2009”): no more than 5.02% of the total number of issued shares. Assuming 2,202,218,293 (being the total number of shares issued as at March 11, 2010) shares were issued, approximately no more than 110,551,358 shares will be delivered under the PSP 2009; and | |
(iii) | the proposed STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive Directors (the “NED Equity Grant Plan”): no more than 0.45% of the total number of issued shares. Assuming 2,202,218,293 (being the total number of shares issued as at March 11, 2010) shares were issued, approximately no more than 9,909,982 shares will be delivered under the NED Equity Grant Plan. |
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(i) | under Proposal 6(b), allot and issue shares in the capital of STATS ChipPAC pursuant to the exercise of the options under the Substitute Option Plan and the Substitute EIP; and | |
(ii) | under Proposal 6(c), allot and issue shares in the capital of STATS ChipPAC pursuant to the exercise of the options granted under the Share Option Plan; | |
(iii) | under Proposal 6(d), grant performance shares and allot and issue shares in the capital of STATS ChipPAC pursuant to the rules of the PSP 2009; | |
(iv) | under Proposal 6(e), award and allot and issue shares in the capital of STATS ChipPAC pursuant to the rules of the NED Equity Grant Plan. |
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(Company Registration Number 199407932D)
IMPORTANT
1. | For Investors who have used their CPF moneys to buy shares of STATS ChipPAC Ltd., the Annual Report 2009 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 CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. | |
3. | CPF Investors who wish to vote should contact their CPF Approved Nominees. |
I/We, | (Name) of | |||
(Address) | ||||
being a shareholder(s) of STATS ChipPAC Ltd. (“STATS ChipPAC”) hereby appoint:- |
Name | Address | NRIC/ Passport No. | Proportion of Shareholding | ||||||||
(%) | |||||||||||
*and/or | |||||||||||
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 Sixteenth Annual General Meeting (“Sixteenth AGM”) of STATS ChipPAC to be held at The Grassroots’ Club, 190 Ang Mo Kio Avenue 8, Singapore 568046, on April 26, 2010 at 10.00 a.m. (Singapore time), and at any adjournment 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 Sixteenth 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 Sixteenth AGM.)
No. | Routine Business — Ordinary Resolutions | For | Against | ||||||||||
1 | To adopt the Audited Financial Statements of STATS ChipPAC for the year ended December 27, 2009, together with the Reports of the Directors and the Auditors. | ||||||||||||
2(a) | To re-elect Mr. Tan Lay Koon as a Director of STATS ChipPAC pursuant to Article 94 of STATS ChipPAC’s Articles of Association. | ||||||||||||
2(b) | To re-elect Mr. Peter Seah Lim Huat as a Director of STATS ChipPAC pursuant to Article 94 of STATS ChipPAC’s Articles of Association. | ||||||||||||
3(a) | To re-appoint Mr. Charles R. Wofford as a Director of STATS ChipPAC pursuant toSection 153(6) of the Companies Act, Chapter 50. | ||||||||||||
3(b) | To re-appoint Mr. R. Douglas Norby as a Director of STATS ChipPAC pursuant toSection 153(6) of the Companies Act, Chapter 50. | ||||||||||||
4 | To re-appoint PricewaterhouseCoopers LLP as Auditors and to authorize the Directors to fix their remuneration. | ||||||||||||
5 | To approve Directors’ fees totalling approximately US$467,000 for the year ending December 26, 2010. | ||||||||||||
Special Business — Ordinary Resolutions | |||||||||||||
6(a) | To authorize the Directors to allot and issue shares in the capital of STATS ChipPAC and to create and issue instruments and to allot and issue shares in the capital of STATS ChipPAC in connection therewith pursuant to Section 161 of the Companies Act, Chapter 50. | ||||||||||||
6(b) | To authorize the Directors to allot and issue shares in the capital of STATS ChipPAC pursuant to the exercise of the options under the STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan and the STATS ChipPAC Ltd. Substitute Equity Incentive Plan. | ||||||||||||
6(c) | To authorize the Directors to allot and issue shares in the capital of STATS ChipPAC pursuant to the exercise of the options granted under the STATS ChipPAC Ltd. Share Option Plan. | ||||||||||||
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No. | Special Business — Ordinary Resolutions | ||||||||||||
6(d) | To authorize the Directors to grant Performance Shares, which represent unfunded and unsecured rights to receive ordinary shares in the capital of STATS ChipPAC, in accordance with the provisions of the STATS ChipPAC Ltd. Performance Share Plan 2009 (“PSP 2009”), and to allot and issue from time to time such number of fully paid-up shares in the capital of STATS ChipPAC pursuant to the rules of the PSP 2009. | ||||||||||||
6(e) | To authorize the Directors tointer alia extend offers to selected Non-Executive Directors to participate in the STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive Directors (“NED Plan”) in accordance with the NED Plan, and to allot and issue from time to time such number of fully paid-up shares in the capital of STATS ChipPAC pursuant to the rules of the NED Plan. | ||||||||||||
Dated this _________ day of _________________ 2010.
Total Number of Shares Held | ||||
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IMPORTANT Please read Notes |
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Signature(s) of Shareholder(s)/Common Seal | ||||
*Please delete accordingly. |
Notes:-
1. | Please insert the total number of ordinary shares (“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 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Shareholders (i.e. 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 (i.e. Members), 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 (i.e. Members). 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 is a person whose name appears on the Depository Register of The Central Depository (Pte) Limited in Singapore or a person registered in STATS ChipPAC’s Register of Shareholders (i.e. Members). A shareholder of STATS ChipPAC entitled to attend and vote at a meeting of STATS ChipPAC is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a shareholder of STATS ChipPAC. | |
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 registered office of STATS ChipPAC at 10 Ang Mo Kio Street 65, TechPoint #05-17/20, Singapore 569059 not less than 48 hours before the time appointed for the Sixteenth Annual General Meeting. | |
5. | The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorized 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 Sixteenth Annual General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. |
General:
STATS ChipPAC 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, STATS ChipPAC 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 Sixteenth Annual General Meeting, as certified by The Central Depository (Pte) Limited to STATS ChipPAC.
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