QAF : Annual General Meeting - Voluntary

Issuer/ Manager	QAF LIMITED
Security	QAF LTD ­ SG1A49000759 ­ Q01

Annual General Meeting::Voluntary Issuer & Securities Announcement Details

Announcement Title	Annual General Meeting
Date & Time of Broadcast	05­Apr­2017 07:07:23
Status	New
Announcement Reference	SG170405MEET4KMZ
Submitted By (Co./ Ind. Name)	Serene Yeo
Designation	Company Secretary
Financial Year End	31/12/2016

Event Narrative

Narrative Type

Additional Text

Narrative Text

Please see attached the Notice of Annual General Meeting.

Event Dates

Meeting Date and Time	24/04/2017 11:00:00
Response Deadline Date	22/04/2017 11:00:00

Event Venue(s)

Place
Venue(s) Venue details Meeting William Pickering Ballroom, Level 2, PARKROYAL on Pickering, Singapore, 3 Upper Pickering Street, Venue Singapore 058289
Attachments	QAF_Notice of AGM.pdfTotal size =148K

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QAF LIMITED

Company Registration No. 195800035D (Incorporated in the Republic of Singapore) ("the Company")

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at William Pickering Ballroom, Level 2, PARKROYAL on Pickering, Singapore, 3 Upper Pickering Street, Singapore 058289 on 24 April 2017 at 11.00 a.m. to transact the following business:- Ordinary Business

1.	To receive and adopt the Directors' Statement and audited financial statements for the financial year ended 31 December 2016 and auditors' report thereon.	(Resolution 1)
2.	To declare a final tax-exempt (one-tier) dividend of 4 cents per ordinary share in respect of the financial year ended 31 December 2016.	(Resolution 2)
3.	To note the retirement of Mr Teng Tien Eng Moses retiring under Article 104 of the Company's Constitution.
(Note: Mr Teng Tien Eng Moses will not be seeking re-election and will retire as Director of the Company on 24 April 2017 at the close of the Annual General Meeting)
4.	To re-elect Mr Tan Hang Huat retiring under Article 104 of the Company's Constitution.	(Resolution 3)
5.	To re-elect Mr Choo Kok Kiong retiring under Article 104 of the Company's Constitution.	(Resolution 4)
6.	To re-elect Ms Ong Wui Leng Linda retiring under Article 114 of the Company's Constitution.	(Resolution 5)
7.	To approve Directors' fees of up to $630,417 for the financial year ended 31 December 2016 (FY2015: $585,000).	(Resolution 6)
8.	To re-appoint Ernst & Young LLP as Auditors of the Company and to authorize the Directors to fix their remuneration.	(Resolution 7)

Special Business

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without modification:

General mandate to issue shares

1. That authority be and is hereby given to the Directors of the Company to:

2. (i) issue shares in the capital of the Company ("shares") 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 during the continuance of this authority or thereafter, 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

3. (notwithstanding 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:

4. 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 fifty per cent (50%) of the total number of issued shares of the Company excluding treasury shares (as calculated in accordance with sub-paragraph (2) below), and provided further that where shareholders of the Company are not given the opportunity to participate in the same on a pro-rata basis, then the shares to be issued (including shares to be issued in pursuance of instruments made or granted pursuant to this Resolution) shall not exceed twenty per cent (20%) of the total number of issued shares of the Company excluding treasury shares (as calculated in accordance with sub-paragraph (2) below);

5. (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited ("SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of the total number of issued shares excluding treasury shares shall be based on the total number of issued shares in the capital of the Company excluding treasury shares at the time this Resolution is passed, after adjusting for:

6. new shares arising from the conversion or exercise of any convertible securities;

7. new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with the Listing Manual of the SGX-ST; and

8. any subsequent bonus issue, consolidation or subdivision of shares; and

9. (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

10. required by law to be held, whichever is the earlier. (Resolution 8) Authority to issue shares under the QAF Limited Scrip Dividend Scheme

11. That the Directors of the Company be and are hereby authorized to allot and issue from time to time such number of new ordinary shares in the Company as may be required to be allotted and issued under the QAF Limited Scrip Dividend Scheme, on such terms and conditions as may be determined by the Directors pursuant to the QAF Limited Scrip Dividend Scheme and to do all acts and things which they may in their absolute discretion deem necessary or desirable

12. to carry the same into effect. (Resolution 9)

    Proposed IPT Mandate

    11.

    That:

13. approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("Chapter 9"), for the Company and its subsidiaries and associated companies which are considered to be "entities at risk" under Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions as set out in the Appendix to this Notice of Annual General Meeting, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions (the "Proposed IPT Mandate");

14. the Proposed IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and

15. the Directors of the Company be and are hereby authorised to do all acts and things as they may in their discretion deem necessary, desirable or expedient in the interests of the Company to give effect to the Proposed IPT Mandate and/or this Resolution.

(Resolution 10)

By Order of the Board

Serene Yeo Li-Wen Company Secretary

Singapore, 5 April 2017

Explanatory Notes:

1. Ordinary Resolution 3. Mr Tan Hang Huat was appointed as a non-executive non-independent Director on 17 July 2014. Certain information on Mr Tan is found on page 11 of the Annual Report.

2. Ordinary Resolution 4. Mr Choo Kok Kiong was appointed as a non-executive non-independent Director on 17 July 2014. Certain information on Mr Choo is found on page 13 of the Annual Report.

3. Ordinary Resolution 5. Ms Ong Wui Leng Linda was appointed as a non-executive independent Director on 1 January 2017. She is the chairman of the Audit Committee and a member of the Nominating Committee of the Company. Certain information on Ms Ong is found on page 15 of the Annual Report.

4. Ordinary Resolution 6. Please see page 53 of the Annual Report for information on the proposed fees for Directors for FY2016.

5. Special Business: Ordinary Resolution 8, if passed, will empower the Directors to, inter alia, issue shares and/or make or grant instruments, and issue shares in pursuance of such instruments. The aggregate number of shares that may be issued (including shares issued in pursuance of instruments) will be subject to a limit of 50% of the total number of issued shares of the Company excluding treasury shares, with a sub-limit of 20% for issues other than on a pro rata basis to all shareholders of the Company. The 50% limit and the 20% sub-limit shall be calculated based on the total number of issued shares of the Company excluding treasury shares at the time Ordinary Resolution 8 is passed, after adjusting for, inter alia, new shares arising from the conversion or exercise of any convertible securities and any subsequent consolidation or subdivision of shares. The authority will continue until the next Annual General Meeting of the