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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (&ldquo AGM&rdquo ) of Charisma Energy Services Limited (the &ldquo Company&rdquo ) will be held at Ballroom 3, The Singapore Island Country Club, 180 Island Club Road, Singapore 578774 on Tuesday, 25 April 2017 at 10.00 a.m. for the following purposes:
AS ORDINARY BUSINESS
1. ToreceiveandadopttheDirectors&rsquo StatementandtheAuditedFinancialStatementsoftheCompanyforthefinancialyearended31December2016togetherwiththeAuditors&rsquo Report
thereon.
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To re-elect the following Directors of the Company (&ldquo Directors&rdquo ) retiring pursuant to Article 95 of the Constitution of the Company (&ldquo Constitution&rdquo ):
Mr. Simon de Villiers Rudolph (See Explanatory Note (i))
Mr. Cheng Yee Seng (See Explanatory Note (ii))
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To approve the payment of Directors&rsquo fees of S$168,000 for the financial year ending 31 December 2017 to be paid quarterly in arrears.
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To re-appoint Messrs KPMG LLP as the Auditor of the Company and to authorise the Directors tofix their remuneration.
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To transact any other ordinary business which may properly be transacted at an AGM.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications: 6. Authority to issue shares in the capital of the Company
(Resolution 1)
(Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5)
That pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual Section B: Rules of the Catalist of the Singapore Exchange Securities Trading Limited (&ldquo SGX-ST&rdquo ) (&ldquo Catalist Rules&rdquo ), authority be and hereby given to the Directors to:-
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(a) (i) issue shares in the Company (&ldquo shares&rdquo ) whether by way of rights, bonus or otherwise and/or
(ii) make or grant offers, agreements or options (collectively, &ldquo Instruments&rdquo ) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, 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
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(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares pursuant to any Instruments made or granted by the Directors while this
Resolution was in force,
provided that:
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(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed one hundred per centum (100%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below)
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(2) (subject to such 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 and subsidiary holdings) in the capital of the Company at the time of
the passing of this Resolution, after adjusting for:
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(a) new shares arising from the conversion or exercise of the Instruments
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(b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this Resolution provided that the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules and
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(c) any subsequent bonus issue, consolidation or subdivision of shares
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Constitution for the time being of the Company and
(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the
next AGM of the Company is required by law to be held, whichever is earlier.
(See Explanatory Note (iii)) (Resolution 6)
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Authority to issue shares under the Charisma Energy Employee Share Option Scheme
That the Directors be hereby authorised and empowered to offer and grant options in accordance with the rules of the Charisma Energy Employee Share Option Scheme (the &ldquo Scheme&rdquo ) and to 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 options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be issued pursuant to the Scheme, when added to the number of shares issued and issuable in respect of such Scheme and other shares issued and/or issuable under other share-based incentive schemes of the Company, shall not exceed fifteen per centum (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
(See Explanatory Note (iv)) (Resolution 7)
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Grant of Options under the Charisma Energy Employee Share Option Scheme at a discount
That the Directors be and are hereby authorised to offer and grant Options in accordance with the provisions of the Scheme to participants with exercise prices set at a discount to the Market Price provided that such discount does not exceed 20% (or such other relevant limits as may be set by the SGX-ST from time to time) of the Market Price and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier. All capitalised terms used in this Resolution which are not defined herein shall have the meanings ascribed to them in the circular dated 6 April 2015 to Shareholders of the Company. (Resolution 8)
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Renewal of Shareholders&rsquo Mandate for Interested Person Transactions That for the purposes of Chapter 9 of the Catalist Rules of the SGX-ST:
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(a) approval be given for the renewal of the mandate for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the
categories of Interested Person Transactions, particulars of which are set out in the Appendix to the Annual Report (the &ldquo Appendix&rdquo ) with any party who is of the class of Interested Persons described in the Appendix provided that such transactions are carried out on normal commercial terms, are not prejudicial to the interests of the Company and its minority shareholders, and are in accordance with the review procedures for recurrent Interested Person Transactions as set out in the Appendix (the &ldquo IPT Mandate&rdquo )
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(b) the IPT Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company and
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(c) the Directors and each of them be and are hereby authorised to do all acts and things (including, without limitation, executing all such documents as may be required) as they or each of them deem desirable, necessary or expedient to give effect to the matters referred to in the above paragraphs of this Resolution as they or each of them may in their or each of their
absolute discretion deem fit in the interests of the Group. (See Explanatory Note (v))
By Order of the Board
Lee Tiong Hock Secretary
Singapore, 10 April 2017
(Resolution 9)
Explanatory Notes:
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(i) OrdinaryResolution2istore-electMr.SimondeVilliersRudolphwhowillberetiringbyrotationunderArticle95oftheConstitution.Mr.Rudolphwilluponre-electionasaDirector
of the Company, remain as the Chairman of the Audit Committee, member of the Nominating and Remuneration Committees. The Board considers Mr. Rudolph to be independent for the
purpose of Rule 704(7) of the Catalist Rules.
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(ii) OrdinaryResolution3istore-electMr.ChengYeeSengwhowillberetiringbyrotationunderArticle95oftheConstitution.Mr.Chengwilluponre-electionasaDirectoroftheCompany,
remain as the Chairman of the Remuneration Committee, member of the Audit and Nominating Committees. The Board considers Mr. Cheng to be independent for the purpose of Rule
704(7) of the Catalist Rules.
(iii) Ordinary Resolution 6, if passed, will empower the Directors from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM 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 issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, one hundred per centum (100%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to fifty per centum (50%) may be issued other than on a pro rata basis to existing shareholders of the Company. For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of the Instruments, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.
(iv) Ordinary Resolution 7, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company, or the date by which the next AGM 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 issue shares in the Company pursuant to the exercise of options granted or to be granted under the Scheme up to a number not exceeding in aggregate, when added to the number of shares issued and issuable in respect of such Scheme and other shares issued and/or issuable under other share-based incentive schemes or share plans of the Company, fifteen per centum (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company from time to time.
(v) Ordinary Resolution 9, if passed, will authorise the Interested Person Transactions as described in the Appendix and recurring in the year and will empower the Directors to do all acts necessary to give effect to the IPT Mandate. This authority will, unless previously revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM of the Company.
Seem like dumping than accumulation ????????
Seem like Bbs have unload at 1.0 today, 30m +++ which accumulated at 0.8/0.9 level.
Might go back lower next week ??
Sharksaurs ( Date: 31-Mar-2017 10:21) Posted:
Today push up can see the selling at 1.0 nonstop maybe in accumulation mode, Bbs have collected approx 30m at 0.8/0.9 level. But selling not so huge yet.
HB8289 ( Date: 21-Mar-2017 12:51) Posted:
Look like some guys out there is accumulating 0.009 after fail attempt to get 0.008
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Let see afternoon after 3 pm how it goes
Hope it is not a BB trap. Good luck
Sharksaurs ( Date: 31-Mar-2017 10:21) Posted:
Today push up can see the selling at 1.0 nonstop maybe in accumulation mode, Bbs have collected approx 30m at 0.8/0.9 level. But selling not so huge yet.
HB8289 ( Date: 21-Mar-2017 12:51) Posted:
Look like some guys out there is accumulating 0.009 after fail attempt to get 0.008
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Today push up can see the selling at 1.0 nonstop maybe in accumulation mode, Bbs have collected approx 30m at 0.8/0.9 level. But selling not so huge yet.
HB8289 ( Date: 21-Mar-2017 12:51) Posted:
Look like some guys out there is accumulating 0.009 after fail attempt to get 0.008
Sharksaurs ( Date: 20-Mar-2017 14:40) Posted:
looks like the based are form at 0.8/0.9 level, might gap down.
Anyway, the selling seem to dry up and accumulation in progress. hahaha
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Look like every counter is bullish today
HB8289 ( Date: 31-Mar-2017 08:34) Posted:
OIl and Gas have improve a fair bit hence this counter so move up soon
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OIl and Gas have improve a fair bit hence this counter so move up soon
looks like the based are form at 0.8/0.9 level, might gap down.
Anyway, the selling seem to dry up and accumulation in progress. hahaha
Sharksaurs ( Date: 16-Mar-2017 10:27) Posted:
Notice Despite the Annaul reports was very bad, this counter dips from 12pips to current support level 0.9/0.8.
Looks like formation support at this level. Maybe can try to tikam some and keep for 03 months ?? haha
Looking at the chart, and overall performance of the business still not so confident to buy yet. will place under my radar.
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Should be alright
Notice Despite the Annaul reports was very bad, this counter dips from 12pips to current support level 0.9/0.8.
Looks like formation support at this level. Maybe can try to tikam some and keep for 03 months ?? haha
Looking at the chart, and overall performance of the business still not so confident to buy yet. will place under my radar.
iwonder ( Date: 14-Mar-2017 15:20) Posted:
Placement/Excess warrant @0.002
HB8289 ( Date: 13-Mar-2017 18:39) Posted:
Anyone buy the warrant @ what price ?
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Placement/Excess warrant @0.002
HB8289 ( Date: 13-Mar-2017 18:39) Posted:
Anyone buy the warrant @ what price ?
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Look like Tactic is to wait the build up 0.009cts and below then carry out a total wipe out and wait for the rally
Anyone buy the warrant @ what price ?
Yea I bought some for mid term lol dunno if it will drop again or not since oil price picks up
destinykraze ( Date: 13-Mar-2017 16:49) Posted:
energy counter feeling the heat.
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energy counter feeling the heat.
Sudden high volume at 9
If sg government approach CE to maitain the solar panel installation locally, it would trigger more curiosity among ppl here about this company. Right now, few ppl know who is CE.
HB8289 ( Date: 06-Mar-2017 10:26) Posted:
Need Singapore Super Rich to invest this counter for future renewable energy
HB8289 ( Date: 05-Mar-2017 19:21) Posted:
I hope charisma are also on the right track as the big boys
One of every five dollars invested in the U.S. today targets sustainable investments. Not to be outdone, private capital is flowing there too. Bill Gates, Mark Zuckerberg, Jeff Bezos, Jack Ma and other tech titans recently committed $1 billion to launching a new, low carbon energy fund. Warren Buffett' s company is busy investing in new solar and wind energy projects, including the world' s largest solar plant. And 84 major corporations have pledged to source 100 percent of their energy from renewables going forward.
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