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NOTICE OFANNUAL GENERAL MEETING
98 GEO ENERGY RESOURCES LIMITED | Annual Report 2012
Resolution 11
11. To approve the payment of Directors’ fees of S$375,000 for the fnancial year ending 31 December 2013, to be
paid half-yearly in arrears.
Resolution 12
12. To re-appoint Deloitte & Touche LLP as the Company’s auditors and to authorise the Directors to fx their
remuneration.
13. To transact any other ordinary business that may be properly transacted at an annual general meeting.
AS SPECIAL BUSINESS
Resolution 13
14. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution, with or without
modifcations:-
“Authority to allot and issue shares
That pursuant to Section 161 of the Companies Act, Chapter 50, the Articles of Association and the Listing
Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the
Directors of the Company to:-
(A) (i) allot and issue shares in the capital of the Company 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 ft; and
(B) (notwithstanding that this authority may have ceased to be in force) issue shares in pursuance of any
Instrument made or granted by the Directors while this authority was in force,
provided that:-
(1) the aggregate number of shares to be issued pursuant to this authority (including shares to be issued
in pursuance of Instruments made or granted pursuant to this authority) does not exceed 50% of the
total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below) (“Issued Shares”), of which the aggregate number of shares to
be issued other than on a pro-rata basis to the existing shareholders of the Company (including shares to
be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed 20% of
the total number of Issued Shares;
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the
percentage of Issued Shares shall be based on the total number of issued shares (excluding treasury
shares) in the capital of the Company at the time this authority is given, after adjusting for:-
(i) new shares arising from the conversion or exercise of any convertible securities;
(ii) new shares arising from the exercise of share options or vesting of share awards which are
outstanding or subsisting at the time this authority is given, provided the options or awards were
granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
(iii) any subsequent bonus issue, consolidation or sub-division of shares;
(3) in exercising the authority conferred by this Resolution, the Directors 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 the Company; and