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UNITED INDUSTRIAL CORPORATION LIMITED Incorporated in the Republic of Singapore (Company Registration No. 196300181E)

PROXY FORM Annual General Meeting

IMPORTANT

  • 1.

    For investors who have used their CPF monies to buy shares in the capital of United Industrial Corporation Limited, this SFR 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.

I/We

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( N a m e )

of

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( A d d r e s s )

being a shareholder/shareholders of UNITED INDUSTRIAL CORPORATION LIMITED, hereby appoint

Name

Address

NRIC/Passport Number

Proportion of Shareholdings (%)

and/or (delete as appropriate) Name

Address

NRIC/Passport Number

Proportion of Shareholdings (%)

or failing him/her/them, the Chairman of the Meeting, as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll at the 44th Annual General Meeting of the Company to be held at 80 Raffles Place, 61st Storey, UOB Plaza 1, Singapore 048624 on 28 April 2006 at 5.00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the Meeting as indicated below. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion.

No Resolutions

For*

Against*

1 2 3 4

in accordance with the Articles of Association of the Company Adoption of Directors’ Report and Audited Financial Statements Declaration of a First and Final Dividend Approval of Directors’ Fees Re-Election of Directors retiring (a) Mr Aloysius B. Colayco (b) Mr Robert R. Romulo (c) Mr Alvin Yeo Khirn Hai

5

Re-Appointment of Directors retiring pursuant to Section 153(6) of the Companies Act, Cap. 50

6 7 8

Re-Appointment of Auditors Authority to Issue Shares Any Other Business

  • (a)

    Mr Wee Cho Yaw

  • (b)

    Mr John Gokongwei, Jr.

  • (c)

    Mr Gabriel C. Singson

  • (d)

    Mr Tan Boon Teik

  • (e)

    Mr Hwang Soo Jin

  • *

    Please indicate your vote “For” or “Against” with an “X” within the box provided.

Number of Shares Held

Dated this

____________

day of

___________________

2006.

__________________________________________ Signature(s) or Common Seal of Shareholder(s)

IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM

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