CIRCULAR DATED 29 DECEMBER 2005 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of Cosco Corporation (Singapore) Limited (the Company or Cosco ) held through The Central Depository (Pte) Limited ( CDP ), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certificate(s), you should immediately forward this Circular and the attached Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. COSCO CORPORATION (SINGAPORE) LIMITED (Incorporated in Singapore) Co. Registration No. 196100159G CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SUB-DIVISION OF EACH ORDINARY SHARE OF S$0.20 EACH IN THE CAPITAL OF COSCO CORPORATION (SINGAPORE) LIMITED INTO TWO ORDINARY SHARES OF S$0.10 EACH IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 15 January 2006 at 11.00 a.m. Date and time of Extraordinary General Meeting : 17 January 2006 at 11.00 a.m. Place of Extraordinary General Meeting : Pacific 1, Level One The Pan Pacific Singapore 7 Raffles Boulevard Marina Square Singapore 039595
CONTENTS PAGE DEFINITIONS... 3 LETTER TO SHAREHOLDERS... 5 1 INTRODUCTION... 5 2 THE PROPOSED SUB-DIVISION... 5 3 RATIONALE FOR THE SUB-DIVISION... 5 4 CONDITIONS FOR THE SUB-DIVISION... 7 5 FINANCIAL EFFECTS OF THE SUB-DIVISION... 7 6 PROCEDURES FOR THE SUB-DIVISION... 8 7 ADJUSTMENTS TO SHARE OPTION SCHEME... 9 8 THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION... 9 9 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS... 10 10 DIRECTORS RECOMMENDATION... 11 11 EXTRAORDINARY GENERAL MEETING... 11 12 ACTION TO BE TAKEN BY SHAREHOLDERS... 11 13 NOTICE OF BOOKS CLOSURE... 11 14 INSPECTION OF DOCUMENTS... 11 15 DIRECTORS RESPONSIBILITY STATEMENT... 12 NOTICE OF EXTRAORDINARY GENERAL MEETING... 13 PROXY FORM 2
DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: Books Closure Date : from 5.00 p.m. on 25 January 2006 to 26 January 2006 CDP : The Central Depository (Pte) Limited. Companies Act : The Companies Act, Chapter 50 of Singapore. Company or Cosco : Cosco Corporation (Singapore) Limited Cosco Group : Cosco and its subsidiaries. Directors : The directors of Cosco for the time being. EGM : The extraordinary general meeting of Cosco, notice of which is set out on page 13 of this Circular. Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 30 November 2005. Market Day : A day on which the SGX-ST is open for trading in securities. MOA : Memorandum of Association of the Company NTA : Net tangible asset. Shares : Ordinary shares in the capital of Cosco, currently each with a par value of S$0.20, after the Sub-Division, each with a par value of S$0.10. Scheme : Cosco Group Employees Share Option Scheme 2002. Securities Accounts : Securities accounts maintained by Depositors with CDP, but not including securities sub-accounts maintained with a Depository Agent. SGX-ST : Singapore Exchange Securities Trading Limited. Share Options : Options to subscribe for new Shares granted pursuant to the Scheme. Shareholders : Registered holders of Shares except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares and where the context admits, mean the Depositors whose Securities Accounts are credited with Shares. Sub-Divided Shares : The sub-divided ordinary shares of S$0.10 each in the capital of the Company following the Sub-Division. Sub-Division : The proposed Sub-Division of each ordinary share of S$0.20 each in the capital of the Company into two ordinary shares of S$0.10 each in the capital of the Company. S$, $ and cents : Singapore dollars and cents, respectively. % or per cent. : Per centum or percentage. 3
DEFINITIONS The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may be. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. 4
LETTER TO SHAREHOLDERS COSCO CORPORATION (SINGAPORE) LIMITED (Incorporated in Singapore) Co. Registration No. 196100159G Directors Registered Office Wei Jia Fu (Chairman) (alternate Director Lu Cheng Gang) 9 Temasek Boulevard Li Jian Hong (alternate director Li Jian Xiong) #07-00 Suntec City Tower II Sun Yue Ying (alternate director Ye Bin Lin) Singapore 038989 Ji Hai Sheng (President) Yao Hong (Vice-President) Zhou Lian Cheng (alternate director Liu De Tian) Dr Wang Kai Yuen Tom Yee Lat Shing Er Kwong Wah To : The Shareholders of 29 December 2005 Cosco Corporation (Singapore) Limited Dear Sir/Madam THE PROPOSED SUB-DIVISION 1 INTRODUCTION 1.1 Announcement. On 24 November 2005, the Company announced the proposed Sub-Division of each ordinary share of S$0.20 each in the capital of the Company into two ordinary shares of S$0.10 each in the capital of the Company. A copy of the announcement is available on the website of SGX-ST at www.sgx.com. EGM. The Directors are convening an EGM to be held on 17 January 2006 to seek Shareholders approval for the proposed Sub-Division and the proposed amendments to the MOA consequent upon the Sub-Division. Circular. The purpose of this Circular is to provide Shareholders with relevant information relating to the proposed Sub-Division and the proposed amendments to the MOA to be tabled at the EGM. 2 THE PROPOSED SUB-DIVISION The Company is proposing to sub-divide each Share into two Sub-Divided Shares. The Company has an authorised ordinary share capital of S$250,000,000 divided into 1,250,000,000 Ordinary Shares. Based on the issued share capital of the Company as at the Latest Practicable Date, the Company has in issue 1,098,767,477 Ordinary Shares. If the Sub- Division is approved, the Company will have an authorised ordinary share capital of S$250,000,000 divided into 2,500,000,000 Sub-Divided Shares, and the Company will have in issue 2,197,534,954 Sub-Divided Shares. 3 RATIONALE FOR THE SUB-DIVISION The Directors of the Company believe that the Sub-Division is beneficial to Shareholders and the Company for the following reasons: (a) the reduced price of each Share of S$0.10 each following the Sub-Division will make the Shares more affordable and hence encourage greater participation by smaller investors, as well as provide better trading flexibility for current smaller investors; 5
LETTER TO SHAREHOLDERS (b) (c) by improving the accessibility of an investment in the Company to more investors, it will broaden the shareholder base of the Company; and it is likely to enhance the market liquidity of the Shares over time. For illustrative purposes, the current pre-transaction cost to a potential investor of investing in one board lot of 1,000 Ordinary Shares of S$0.20 each would be S$2,300 (based on a price of S$2.30 per Ordinary Share), compared to a total cost of S$1,150 (on a constant price basis) following the Sub-Division. The trading records of the Company s Shares set out in the table below show that the Company s Shares are becoming more illiquid. The table below tracks the price and volume movements of the Shares since October 2004: Average Daily Daily Trading Volume weighted Average Daily Company s as a percentage Average Trading Volume Issued Share of Issued Share Price (Number Capital (No. Capital Month (S$) of Shares) of Shares) (1) (%) October 2004 1.047 11,327,429 1,084,615,817 1.04 November 2004 1.142 8,742,750 1,085,147,477 0.81 December 2004 1.107 7,060,565 1,085,147,477 0.65 January 2005 1.254 6,839,200 1,085,147,477 0.63 February 2005 1.399 6,016,111 1,085,147,477 0.55 March 2005 1.636 7,397,045 1,085,147,477 0.68 April 2005 1.737 5,203,714 1,085,217,477 (2) 0.48 May 2005 1.752 8,525,200 1,092,587,477 (2) 0.78 June 2005 1.875 6,821,000 1,092,847,477 (2) 0.62 July 2005 2.076 6,426,190 1,092,917,477 (2) 0.59 August 2005 2.440 5,118,409 1,094,747,477 (2) 0.47 September 2005 2.565 3,803,545 1,095,387,477 (2) 0.35 October 2005 2.339 5,305,476 1,095,417,477 (2) 0.48 November 2005 2.33 4,729,550 1,098,767,477 (2) 0.43 Notes: (1) Based on the Company s issued share capital as at month end. (2) The change in the Company s issued share capital between the months April 2005 and November 2005 is due to Share Options being exercised. 6
LETTER TO SHAREHOLDERS As can be seen from the above table, as the price of the Company s Shares increased, the average trading volume has fallen from 1.04% to 0.43% of the Company s issued share capital. Such reduced trading volume indicates that trading in the Shares has become more illiquid during the period October 2004 to November 2005. The share price is expected to adjust downwards pursuant to the Sub-Division. With a lower share price, the Directors of the Company are of the view that the Shares will become more affordable and accessible to smaller investors and as a result of this, liquidity is expected to improve. The daily weighted average price adjusted for the Sub-Division (the adjusted price ) is not likely to be less than S$0.20, taking into account the adjusted price. 4 CONDITIONS FOR THE SUB-DIVISION The Sub-Division is subject to the approval of Shareholders by way of an ordinary resolution, and the in-principle approval of SGX-ST for the listing and quotation of the Shares of S$0.10 each arising from the Sub-Division. On 15 December 2005 and 21 December 2005, the Company announced that it had obtained in-principle approval from SGX-ST for the listing and quotation of the Shares of S$0.10 each subject to inter alia Shareholder s approval for the Sub- Division at an EGM to be convened. The approval by SGX-ST is not to be taken as an indication of the merits of the Sub-Division, the Sub-Divided Shares, the Company or its subsidiaries. 5 FINANCIAL EFFECTS OF THE SUB-DIVISION 5.1 Share Capital. Based on the audited financial statements of the Group for the financial year ended 31 December 2004 and the number of Shares as at the Latest Practicable Date, and for illustrative purposes only, the financial effects of the Sub-Division on the ordinary share capital of the Company would have been as follows: Share Capital As at 31 December 2004 As at the Latest Practicable Date Par Value Number of Ordinary Number of Ordinary of Ordinary Share Ordinary Share Ordinary Shares Capital Shares Capital Shares Authorised Ordinary Share Capital Before the S$0.20 1,250,000,000 S$250,000,000 1,250,000,000 S$250,000,000 Sub-Division After the Sub-Division S$0.10 2,500,000,000 S$250,000,000 2,500,000,000 S$250,000,000 Issued and Paid-up Ordinary Share Capital Before the S$0.20 1,085,147,477 S$217,029,495.40 1,098,767,477 S$219,753,495.40 Sub-Division After the S$0.10 2,170,294,954 S$217,029,495.40 2,197,534,954 S$219,753,495.40 Sub-Division 7
LETTER TO SHAREHOLDERS 5.2 For illustrative purposes only, the financial effects of the subdivision on the Company s issued share capital, earnings and NTA, based on the consolidated financial statements of the Company and its subsidiaries for the financial year ended 31 December 2004, are shown below: Par value of S$0.20 before sub-division Par value of S$0.10 after sub-division Net profit attributable to 66,197 66,197 Shareholders (S$ 000) NTA (S$ 000) 317,832 317,832 Number of issued shares 1,085,147,477 2,170,294,954 Earnings per Share (cents) 6.10 3.05 NTA per Share (cents) 29.29 14.64 5.3 Dividends. In respect of the financial year ended 31 December 2004, the Company declared a final dividend of S$0.02 per ordinary share of S$0.20 each (one-tier tax). In the event that the Sub-Division is approved and barring any unforeseen circumstances, the Directors expect the Company to be able to maintain at least the same dividend quantum for the financial year ending 31 December 2005 (on a pre-sub-division basis), consistent with that paid for the financial year ended 31 December 2004. 6 PROCEDURES FOR THE SUB-DIVISION Persons registered in the Register of Members of the Company and Depositors whose Securities Accounts are credited with Shares as at the Books Closure Date will be included for the purpose of the Sub-Division on the basis of the number of such Shares registered in their names or standing to the credit of their Securities Accounts as at the Books Closure Date. The Notice of Books Closure Date is set out in Section 13 below. 6.1 Deposit of Share Certificates with CDP Shareholders who hold physical share certificate(s) for the Shares in their own names ( Existing Share Certificate(s) ) and who wish to deposit the same with CDP and have their New Shares credited to their Securities Accounts must deposit their Existing Shares Certificate(s), together with the duly executed instruments of transfer in favour of CDP, not later than five (5) Market Days prior to Books Closure Date i.e. not later than 18 January 2006. After Books Closure Date, CDP will only accept for deposit, physical share certificate(s) for New Shares in their own names ( New Share Certificate(s) ). 6.2 Members Entitlement and New Share Certificates Depositors whose Securities Accounts are credited with Shares as at the Books Closure Date will be allotted the New Shares based on the number of Shares standing to the credit of their Securities Accounts as at the Books Closure Date. Shareholders who have not deposited their Existing Share Certificates as aforesaid or who do not wish to deposit their Existing Share Certificates with CDP are advised to forward all their Existing Share Certificate(s) to the Company s Share Registrar, Barbinder & Co. Pte Ltd at 8 Cross Street, #11-00 PWC Building, Singapore 048424 as soon as possible after the EGM for cancellation and exchange for the New Share Certificates. New Share certificates will be issued pursuant to the Sub-Division and will be sent, not later than 10 days after the Books Closure Date to: (a) members who are Depositors, by sending the same to CDP; and 8
LETTER TO SHAREHOLDERS (b) members who are not Depositors, by ordinary post at their respective address shown in the Register of Members of the Company or in the case of joint holders, to the first name holder at his registered address, at the sole risk of the holders. No receipt will be issued by the Company s Share Registrar for the physical share certificates tendered. Shareholders who hold physical share certificate(s) are reminded that their Existing Share Certificates are no longer good for settlement of trading in the Shares on the SGX-ST (as the Company is under a book-entry (scripless) settlement system) but will continue to be accepted for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period by the Company s Share Registrar. The Existing Share Certificates and the New Share Certificates will not be valid for delivery pursuant to trades done on the SGX-ST although they will continue to be prima facie evidence of legal title. Shareholders who have lost any of their Existing Share Certificate(s) or whose addresses have changed from those reflected in the Company s Register of Members should notify the Company s Share Registrar immediately. 6.3 Trading of New Shares The cessation date for the trading of the existing Shares and the commencement date for the trading the New Shares on the SGX-ST will be announced separately. 7 ADJUSTMENTS TO SHARE OPTION SCHEME The Company will effect the appropriate adjustments to the exercise price and/or the number of Ordinary Shares comprised in the Share Options to the extent unexercised, subject to, and in accordance with, the rules of the Scheme, and holders of the Share Options will be notified separately on the adjustments. 8 THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION Clause 5 of the existing Memorandum of Association of the Company reads as follows: The authorised share capital of the Company is S$250,000,000 divided into 1,250,000,000 shares of S$0.20 each in the capital of the Company, and S$378,293.33 divided into 37,829,333 redeemable convertible cumulative preference shares of S$0.01 each in the capital of the Company. The Company shall have the power to increase, or reduce its capital, to consolidate or sub-divide the shares into shares of larger or smaller amounts, and to divide the shares forming the capital (original, increased or reduced) of the Company into several classes and to attach thereto respectively, preferential, deferred or special rights, privileges or conditions as may be determined by, or in accordance with the regulations for the time being of the Company and to issue additional capital with any such rights, privileges or conditions as aforesaid, and any preference share may be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. Subject to the Shareholders approval of the Sub-Division, the existing ordinary share capital structure of the Company will be subdivided and accordingly references in the MOA to the existing structure with shares of S$0.20 each should be amended to reflect the new capital structure. As a consequence of the Sub-Division, Clause 5 of the MOA will be amended to read as follows: The authorised share capital of the Company is S$250,000,000 divided into 2,500,000,000 shares of S$0.10 each in the capital of the Company, and S$378,293.33 divided into 37,829,333 redeemable convertible cumulative preference shares of S$0.01 each in the capital of the Company. The Company shall have the power to increase, or reduce its capital, to consolidate or sub-divide the shares into shares of larger or smaller amounts, and to divide the shares forming the capital (original, increased or reduced) of the Company into several classes 9
LETTER TO SHAREHOLDERS and to attach thereto respectively, preferential, deferred or special rights, privileges or conditions as may be determined by, or in accordance with the regulations for the time being of the Company and to issue additional capital with any such rights, privileges or conditions as aforesaid, and any preference share may be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. 9 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 9.1 Directors Interests. The interests of the Directors in the Shares, as extracted from the Register of Directors shareholdings, as at the Latest Practicable Date are set out below: Number of Shares Direct Deemed Total % of Issued Interest Interest Interest Ordinary Share Capital of the Company (1) Wei Jia Fu (Chairman) 1,400,000 1,400,000 0.127 Li Jian Hong 950,000 950,000 0.086 Sun Yue Ying 1,000,000 1,000,000 0.091 Ji Hai Sheng (President) 1,000,000 1,000,000 0.091 Yao Hong (Vice-President) 600,000 600,000 0.055 Zhou Lian Cheng 700,000 700,000 0.064 Dr Wang Kai Yuen 500,000 500,000 0.046 Tom Yee Lat Shing 200,000 200,000 0.018 Er Kwong Wah 150,000 12,000 162,000 0.015 Ye Bin Lin 600,000 600,000 0.055 Liu De Tian 684,000 684,000 0.062 Li Jian Xiong 900,000 900,000 0.082 Note: (1) Based on 1,098,767,477 issued Shares as of the Latest Practicable Date. 9.2 Substantial Shareholders Interests. The interests of the substantial Shareholders in the Shares, as extracted from the Register of Substantial Shareholders, as at the Latest Practicable Date are set out below: Direct Deemed Total % of Issued Interest Interest Interest Ordinary Share Capital of the Company (1) China Ocean Shipping 597,282,744 597,282,744 54.359 (Group) Company Seletar Investments Pte Ltd 55,200,000 55,200,000 5.024 Temasek Holdings (Pte) Ltd 107,550,000 107,550,000 9.788 Note: (1) Based on 1,098,767,477 issued Shares as of the Latest Practicable Date. 10
LETTER TO SHAREHOLDERS 10 DIRECTORS RECOMMENDATION Having considered the rationale for the proposed Sub-Division, the Directors are of the opinion that the Sub-Division is in the interests of the Company. Accordingly the Directors recommend that Shareholders vote in favour of the resolution at the EGM. 11 EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 13 of this Circular, will be held at Pacific 1, Level One, The Pan Pacific Singapore, 7 Raffles Boulevard, Marina Square, Singapore 039595 on 17 January 2006 at 11.00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the ordinary resolution set out in the Notice of EGM. 12 ACTION TO BE TAKEN BY SHAREHOLDERS 12.1 Appointment of Proxies. Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Company not less than 48 hours before the time fixed for the EGM. The sending of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM if he finds that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked. 12.2 When Depositor regarded as Shareholder. A Depositor shall not be regarded as a Shareholder of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least 48 hours before the EGM. 13 NOTICE OF BOOKS CLOSURE Notice is hereby given that subject to the approval of the Shareholders for the Sub-Division at the EGM, the Transfer Book and Register of Members of the Company will be closed from 5 p.m. on 25 January 2006 to 26 January 2006 (both dates inclusive) for the purpose of determining the Shareholders who hold any existing shares of S$0.20 each and which are each to be subdivided into shares of S$0.10 each pursuant to the Sub-Division. Accordingly, all duly completed and stamped transfer forms together with the share certificates and registration fees must be lodged with the Company s Share Registrar, Barbinder & Co. Pte Ltd at 8 Cross Street, #11-00 PWC Building, Singapore 048424 by 5.00 p.m. on 25 January 2006. 14 INSPECTION OF DOCUMENTS The following documents are available for inspection at the registered office of the Company at 9 Temasek Boulevard, #07-00 Suntec City Tower II, Singapore 038989, during normal business hours from the date of this Circular up to the date of the EGM: (a) the Memorandum and Articles of Association of the Company; (b) the audited financial statements of the Company for the financial year ended 31 December 2004; and (c) the rules of the Scheme. 11
LETTER TO SHAREHOLDERS 15 DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in this Circular are fair and accurate and that there are no material facts the omission of which would make any statement in this Circular misleading. Yours faithfully for and on behalf of the Board of Directors of COSCO CORPORATION (SINGAPORE) LIMITED JI HAI SHENG President 12
NOTICE OF EXTRAORDINARY GENERAL MEETING COSCO CORPORATION (SINGAPORE) LIMITED (Incorporated in Singapore) Co. Registration No. 196100159G NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of Cosco Corporation (Singapore) Limited (the Company ) will be held at Pacific 1, Level One, The Pan Pacific Singapore, 7 Raffles Boulevard, Marina Square, Singapore 039595 on 17 January 2006 at 11.00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution: ORDINARY RESOLUTION THAT every one (1) ordinary share of S$0.20 in the authorised and issued and paid-up ordinary share capital of the Company be divided into two (2) ordinary shares of S$0.10 each and that Clause 5 of the Memorandum of Association of the Company be and is hereby amended accordingly so that it will read as follows: The authorised share capital of the Company is S$250,000,000 divided into 2,500,000,000 shares of S$0.10 each in the capital of the Company, and S$378,293.33 divided into 37,829,333 redeemable convertible cumulative preference shares of S$0.01 each in the capital of the Company. The Company shall have the power to increase, or reduce its capital, to consolidate or sub-divide the shares into shares of larger or smaller amounts, and to divide the shares forming the capital (original, increased or reduced) of the Company into several classes and to attach thereto respectively, preferential, deferred or special rights, privileges or conditions as may be determined by, or in accordance with the regulations for the time being of the Company and to issue additional capital with any such rights, privileges or conditions as aforesaid, and any preference share may be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. By Order of the Board Lim Ka Bee Company Secretary Singapore 29 December 2005 Notes: 1. A Shareholder entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a Shareholder of the Company. 2. Where a Shareholder appoints two proxies, the appointment shall be invalid unless the Shareholder specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. 3. The instrument appointing a proxy or proxies must be deposited at the Company s registered office at 9 Temasek Boulevard, #07-00 Suntec City Tower II, Singapore 038989 not less than 48 hours before the time appointed for holding the Extraordinary General Meeting. 4. The instrument appointing a proxy or proxies must be under the hand of the appointer or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of an officer or attorney duly authorised. 13
NOTICE OF EXTRAORDINARY GENERAL MEETING Notice of Books Closure Date: Subject to the approval of the Shareholders for the sub-division at the extraordinary general meeting of the Company to be held on 17 January 2006, the Transfer Book and the Register of Members of the Company will be closed from 5 p.m. on 25 January 2006 to 26 January 2006 (both dates inclusive) for the purpose of determining the shareholders who hold any existing shares of S$0.20 each and which are each to be subdivided into shares of $0.10 each pursuant to the sub-division of shares set out in the Circular of the Company dated 29 December 2005. Accordingly, all duly completed and stamped transfer forms together with the shares certificates and registration fees must be lodged with the Company s Share Registrar, Barbinder & Co. Pte Ltd at 8 Cross Street, #11-00 PWC Building, Singapore 048424 by 5.00 p.m. on 25 January 2006. 14
PROXY FORM COSCO CORPORATION (SINGAPORE) LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: 196100159G) EXTRAORDINARY GENERAL MEETING PROXY FORM I/We Important: 1. For investors who have used their CPF monies to buy the Company s shares, this Circular is sent to them at the request of their CPF Approved Nominees 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. 3. CPF investors who wish to vote should contact their CPF Approved Nominees. NRIC/Passport No. of being a member of Cosco Corporation (Singapore) Limited (the "Company"), hereby appoint Name Address NRIC/Passport Proportion of Number Shareholdings (%) And/or (delete as appropriate) Name Address NRIC/Passport Proportion of Number Shareholding (%) 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 Extraordinary General Meeting of the Company to be held at Pacific 1, Level One, The Pan Pacific Singapore, 7 Raffles Boulevard, Marina Square, Singapore 039595 on 17 January 2006 at 11.00 a.m. and at any adjournment thereof. I/We have indicated with an X in the appropriate box against the item how I/we wish my/our proxy/proxies to vote. If no specific direction as to voting is given or in the event of any item arising not summarised below, my/our proxy/proxies may vote or abstain at the discretion of my/our proxy/proxies. For Against Ordinary Resolution To approve the proposed Sub-Division of each ordinary share of S$0.20 each in the capital of the Company into two ordinary shares of S$0.10 each and the amendment to the Memorandum of Association consequential upon the Sub-Division Dated this day of 2006 Total No. of Shares in CDP Register Register of Members No. of Shares Signature of Member(s) or Common Seal IMPORTANT: Please Read Notes Overleaf Before Completing This Proxy Form.
PROXY FORM NOTES: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A Shareholder of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote on his behalf. Such proxy need not be a Shareholder of the Company. 3. Where a Shareholder appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 9 Temasek Boulevard, #07-00 Suntec City Tower II, Singapore 038989 not less than 48 hours before the time set for holding the extraordinary general meeting. The sending of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the extraordinary general meeting if he finds that he is able to do so. In such event, the relevant Proxy Forms will be deemed to be revoked. 5. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of a director or an officer or attorney duly authorised. 6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 7. A corporation which is a Shareholder may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the extraordinary general meeting, in accordance with section 179 of the Companies Act, Chapter 50 of Singapore. 8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specified in the instrument appointing a proxy or proxies. In addition, in the case of a Shareholder whose Shares are entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the Shareholder, being the appointer, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the extraordinary general meeting, as certified by The Central Depository (Pte) Limited to the Company.