, Singapore

Noontalk’s EGM to be held for proposed adoption of share purchase mandate

It will be conducted on 23 October 2023 at 11 a.m.

SGX-listed Noontalk Media Network said it will hold an extraordinary general meeting (EGM) to allow shareholders to vote on whether directors of the company can purchase or acquire shares not exceeding the maximum percentage.

The maximum percentage means the number of issued shares representing 10% of the issued Shares.

On 23 October, shareholders will vote on the following:

(a) for the purposes of Sections 76C and 76E of the Companies Act 1967 of Singapore (“Companies Act”), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire Shares not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to but not exceeding the Maximum Price (as hereafter defined), whether by way of:

(i) on-market purchase(s) (“On-Market Share Purchase(s)”) transacted on the SGX-ST through the SGX-ST’s ready market trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted (the “Other Exchange”), through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or

(ii) off-market purchase(s) (“Off-Market Share Purchase(s)”) (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, the Other Exchange, as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);

Also, unless revoked or varied by the firm in the general meeting, the authority conferred on the directors linked to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of

(i) the date on which the next annual general meeting (“AGM”) of the Company is held or required by law to be held (whereupon it will lapse, unless renewed at such meeting);
(ii) the date on which the purchases and/or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated; or
(iii) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Company at general meeting (if so varied or revoked prior to the next AGM);

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