Notice of Annual General Meeting

30 September 2010

NOTICE IS HEREBY GIVEN that the annual general meeting of AusGroup Limited (the “Company”) will be held at Anson Rooms 3 & 4, Level 2, M Hotel Singapore, 81 Anson Road, Singapore 079908 on Friday, 15 October 2010 at 3.00 p.m. for the following purposes:-

Ordinary Business

1. To receive and adopt the audited financial statements for the year ended 30 June 2010 and the reports of the directors and auditors thereon.

2. To declare a final one-tier tax exempt dividend of 0.64 Singapore cents per ordinary share for the year ended 30 June 2010.

3. To approve directors' fees of S$388,967 for the year ended 30 June 2010. (2009: S$433,975)

4. To approve directors’ fees of up to S$452,925 for the year ending 30 June 2011. (2010: S$388,967)

5. To re-elect Mr Stuart Maxwell Kenny, a director who will retire by rotation in accordance with Article 91 of the Company's Articles of Association and who, being eligible, will offer himself for re-election.

Note: Mr Stuart Maxwell Kenny, if re-elected as a director, will remain a member of the audit committee.  Mr Kenny is a non-independent non-executive director.

6. To re-elect Mr Kok Pak Chow, a director who will retire by rotation in accordance with Article 91 of the Company's Articles of Association and who, being eligible, will offer himself for re-election.

Note: Mr Kok Pak Chow, if re-elected as a director, will remain a member and the chairman of the audit committee and a member of the remuneration and human capital committee.  Mr Kok is an independent non-executive director.

7. To re-elect Mr Kelvin Lee Kiam Hwee, a director who will cease to hold office in accordance with Article 97 of the Company's Articles of Association and who, being eligible, will offer himself for re-election.

Note: Mr Kelvin Lee Kiam Hwee, if re-elected as a director, will remain a member of the audit committee.  Mr Lee is an independent non-executive director.

To note the retirement of Mr Tan Hup Foi who wishes to retire as a director at this annual general meeting.

Note: Upon the retirement of Mr Tan Hup Foi, he will cease to be a member of the audit committee, a member of the nominating committee and a member of the remuneration and human capital committee. Mr Tan is an independent non-executive director.

8 To re-appoint PricewaterhouseCoopers LLP as auditors of the Company and to authorise the directors to fix their remuneration.

Special Business

To consider and, if thought fit, to pass with or without any modifications, the following resolutions as ordinary resolutions:

9. That, pursuant to Section 161 of the Companies Act, Chapter 50 and the rules, guidelines and measures issued by the Singapore Exchange Securities Trading Limited (the “SGX-ST”), authority be and is hereby given to the directors of the Company to:-

(a)

(i) 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 fit; and

(b) (notwithstanding that the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the directors while this resolution was in force,

provided that:

(A) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) 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 (B) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (B) below);

(B) (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 (A) 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 the Company at the time of the passing of this resolution, after adjusting for:-

 (i) 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 of the passing of this resolution; and

 (ii) any subsequent bonus issue, consolidation or subdivision of shares;

(C) in exercising the authority conferred by this resolution, the Company shall comply with the rules, guidelines and measures issued by 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;

(D) the 50% limit in sub-paragraph (A) above may be increased to 100% for the Company to undertake renounceable pro rata rights issues at any time up to 31 December 2010 or such other date as may be determined by the SGX-ST; and

(E) (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.

10. That subject to and pursuant to the share issue mandate proposed in item 9 above being obtained, authority be and is hereby given to the directors of the Company to issue shares in the capital of the Company (other than on a pro rata basis to shareholders of the Company) at an issue price per new share which shall be determined by the directors of the Company in their absolute discretion in accordance with the requirements of the SGX-ST, and during the period up to 31 December 2010 or such other date as may be determined by the SGX-ST, such price may represent up to 20% discount to the weighted average price per share determined in accordance with the requirements of the SGX-ST.

11. To transact any other business as can be transacted at an annual general meeting of the Company.

 

By Order of the Board

Grace C P Chan and Corine B E Lim
Company Secretaries

Singapore
30 September 2010
 

Notes

A member entitled to attend and vote at the annual general meeting may appoint not more than two proxies to attend and vote on his behalf.  Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy.  A proxy need not be a member of the Company.  The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 36 Tuas Road, Singapore 638505 not less than 48 hours before the time appointed for the meeting.

Additional Information For Item 4 Above

Item 4 above is to facilitate payment of directors’ fees on a current year basis.  The amount of up to S$452,925 is calculated based on the number of expected board meetings for the financial year ending 30 June 2011 and the positions held by the non-executive directors in the various board committees, and assuming that all non-executive directors will hold office for the full year.  In the event the amount of directors’ fees proposed is insufficient (e.g. due to more meetings or enlarged board size), approval will be sought at next year’s annual general meeting for additional fees to meet the shortfall.

Statement Pursuant To Article 54 Of The Company’s Articles Of Association

(i) The ordinary resolution proposed in item 9 above is to authorise the directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to an amount not exceeding in total 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, with a sub-limit of 20% for issues other than on a pro rata basis to shareholders.  The limit of up to 100% for renounceable pro rata rights issues is pursuant to the SGX-ST’s news release of 19 February 2009 which aims to accelerate and facilitate the fund raising efforts of listed issuers.  It took effect on 20 February 2009 and will be in effect until 31 December 2010 (or such other date as may be determined by the SGX-ST). For the purpose of determining the aggregate number of shares that may be issued, 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 the Company at the time that the 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 the resolution is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares.

(ii) The ordinary resolution proposed in item 10 above is to authorise the directors to issue shares in the capital of the Company on a non pro rata basis pursuant to the share issue mandate at a discount of not more than 20% to the weighted average price of the shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST).