TAIPEI, Taiwan, May 27, 2016 /PRNewswire/ -- The 2016 annual
general meeting of the shareholders of GigaMedia Limited (the
"Company") will be held on June
24, 2016 at 11 a.m. local time
at 1404-5 Sunbeam Plaza, 1155 Canton Road, Kowloon, Hong
Kong, for the following purposes:
AS ORDINARY AND SPECIAL BUSINESS
ORDINARY RESOLUTIONS:
To consider and, if thought fit, to pass, with or without
modification, the following resolutions which will be proposed as
Ordinary Resolutions:
- Adoption of audited financial statements
RESOLVED that the Report of the
Directors, Statement by the Directors, Auditor's Report and Audited
Financial Statements of the Company for the financial year ended
December 31, 2016 are received and
adopted.
(Resolution 1)
2.
Approval of appointment of auditors
RESOLVED that KPMG and KPMG LLP be
and are hereby appointed as the independent external auditors of
the Company and that the Directors be and are hereby authorized to
fix their remuneration.
(Resolution 2)
3.
Approval of Directors' remuneration
RESOLVED that the remuneration of
the Directors is hereby approved in an aggregate amount not
exceeding US$350,000 in respect
of their professional services to the Company until the conclusion
of the next Annual General Meeting of the Company.
(Resolution 3)
4.
Approval for authority to allot and issue shares
RESOLVED that pursuant to Section
161 of the Companies Act, Chapter 50 of Singapore ("Companies Act"), authority
be and is hereby given to the Directors of the Company to:
(1)
(a)
issue ordinary shares in the Company ("Shares")
whether by way of rights, bonus or otherwise; and/or
(b)
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) options, 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
(2)
notwithstanding that the authority conferred by this Resolution may
have ceased to be in force, issue Shares pursuant to any Instrument
made or granted by the Directors while this Resolution was in
force; and
(3)
unless varied or revoked by the Company in general meeting, such
authority conferred on the Directors of the Company shall continue
in force:
(i)
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 earlier; or
(ii)
in the case of Shares to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution, until the issuance of
such Shares in accordance with the terms of the Instruments.
(Resolution 4)
5.
Approval for share purchase
mandate
RESOLVED that:
(1) for the purposes of Sections
76C and 76E of the Companies Act, the exercise by the Directors of
the Company of all the powers of the Company to purchase or
otherwise acquire issued Shares not exceeding in aggregate the
Maximum Limit (as hereafter defined), at such price or prices as
may be determined by the Directors from time to time up to the
Maximum Price (as hereafter defined), by way of market purchase(s)
on The Nasdaq Stock Market ("Nasdaq") or off-market
purchase(s) on an equal access scheme(s) as may be determined by
the Directors as they see fit, which scheme(s) shall satisfy all
the conditions of the Companies Act, and otherwise in accordance
with all other laws and regulations and rules of Nasdaq as may for
the time being be applicable, be and is hereby authorized and
approved generally and unconditionally (the "Share Purchase
Mandate");
(2) unless varied or revoked by
the Company in general meeting, the authority conferred on the
Directors of the Company pursuant 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 earlier of:
(a)
the date on
which the next Annual General Meeting of the Company is held;
and
(b)
the date by
which the next Annual General Meeting of the Company is required by
law to be held;
(3) in
this Resolution:
"Average Closing Price"
means the average of the last dealt prices of a Share for the five
consecutive trading days on which the Shares are transacted on
Nasdaq immediately preceding the date of market purchase by the
Company or the date of making the offer pursuant to an equal access
scheme and deemed to be adjusted in accordance with the listing
rules of Nasdaq for any corporate action which occurs after the
relevant five day period;
"Maximum Limit" means that
number of issued Shares representing 10% of the total number of
issued Shares as at the date of the passing of this Resolution
(excluding any Shares which are held as treasury shares as at that
date); and
"Maximum Price", in
relation to a Share to be purchased or acquired pursuant to the
Share Purchase Mandate, means the purchase price (excluding
brokerage, commission, applicable goods and services tax and other
related expenses) which shall not exceed 105% of the Average
Closing Price of the Shares; and
(4)
the Directors of the Company and/or any of them be and are hereby
authorized to complete and do all such acts and things (including
executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions
contemplated and/or authorized by this Resolution.
(Resolution 5)
6. To
transact any other business as may properly be transacted at the
Seventeenth Annual General Meeting of the Company.
NOTES:
- Shareholders are cordially invited to attend the Seventeenth
Annual General Meeting in person. Whether or not you plan to
be at the Seventeenth Annual General Meeting, you are urged to
return your proxy. A shareholder entitled to attend and vote
is entitled to appoint one or more proxies to attend and to vote
instead of him.
- Shareholders wishing to vote by proxy should complete the
attached form.
- The proxy form of an individual shareholder shall be signed
either by the shareholder personally or by his attorney. The proxy
form of a corporate shareholder shall be given either under its
common seal or signed on its behalf by an attorney or a duly
authorized officer of the corporate shareholder.
- A proxy need not be a shareholder of the Company.
- The proxy form (and if relevant, the original power of
attorney, or other authority under which it is signed or a
notarially certified copy of such power or authority) must be
deposited at Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717, or the office
of the Company, 8F, No. 22, Lane 407, Section 2, Tiding Boulevard,
Taipei 114, Taiwan R.O.C., not
less than 48 hours before the time for holding the Seventeenth
Annual General Meeting, that is by no later than 11 p.m. June 21,
2016 (New York time), or
11 a.m. June
22, 2016 (Taipei time),
failing which the proxy shall not be treated as valid.
- Electronic Delivery of Future Proxy Materials.
Shareholders can consent to receiving all future proxy statements,
proxy card and annual reports electronically via e-mail or the
internet. To sign up for electronic delivery, please follow the
instructions below relating to "Electronic Delivery of Future Proxy
Materials" and, when prompted, indicate that you agree to receive
or access proxy materials electronically in future years.
- Only shareholders of record at the close of business on
May 1, 2016 are entitled to notice of
and to vote at the Seventeenth Annual General Meeting, or any
adjournment or postponement of the Seventeenth Annual General
Meeting.
- The Company intends to use internal sources of funds or
external borrowings or a combination of both to finance the
Company's purchase or acquisition of the Shares pursuant to the
Share Purchase Mandate. The Directors do not propose to
exercise the Share Purchase Mandate to such extent that it would
materially and adversely affect the financial position of the
Company and its subsidiaries. The amount of financing
required for the Company to purchase or acquire its Shares, and the
impact on the Company's financial position, cannot be ascertained
as at the date of this Notice as this will depend on the number of
Shares purchased or acquired, the price at which such Shares were
purchased or acquired and whether the Shares purchased or acquired
would be held in treasury or cancelled.
BY ORDER OF THE BOARD
/s/ Kuo-Lun Huang
………………………………………..
Kuo-Lun Huang (aka Collin Hwang)
Director and Chief Executive Officer
[Chairman of the Board and Chief Executive Officer]
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY
STATEMENT
Questions and Answers about the Annual Meeting and Voting
- Proposal 1
- Proposal 2
- Proposal 3
- Proposal 4
- Proposal 5
- Other Matters
- Proxy Solicitation
GigaMedia Limited
Incorporated in the Republic of
Singapore
Registration No.: 199905474H
REGISTERED OFFICE
80 Robinson Road,
#02-00
Singapore
068898
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND
VOTING
Why Did I Receive This Proxy Statement?
We sent you this proxy statement and the enclosed proxy card
because the Company's Board of Directors is soliciting your proxy
to be used at the Company's annual meeting of shareholders on
June 24, 2016 at 11 a.m. local time at 1404-5 Sunbeam Plaza, 1155
Canton Road, Kowloon, Hong
Kong, or at any adjournment or postponement of the
meeting.
Who Can Vote?
You are entitled to vote if you owned the Shares on the record
date ("Record Date"), which is the close of business on
May 1, 2016. Each Share that
you own entitles you to one vote.
How Many Shares of Voting Stock Are Outstanding?
On the Record Date, there were 11,052,235 Shares
outstanding. The Shares are our only class of voting
stock.
What May I Vote On?
- Adoption of Audited Financial Statements
- Approval of Appointment of Auditors
- Approval of Directors' Remuneration
- Approval for Authority to Allot and Issue Shares
- Approval for Share Purchase Mandate
Other Business
How Do I Vote?
To vote by proxy, you should complete, sign and date the
enclosed proxy card and return it promptly in the prepaid envelope
provided.
Electronic Delivery of Future Proxy Materials
If you would like to reduce the costs incurred by our company
in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via
e-mail or the internet. To sign up for electronic delivery, please
go to www.proxyvote.com to indicate that you agree to receive or
access proxy materials electronically in future years.
May I Revoke My Proxy?
Your proxy may be revoked prior to its exercise by appropriate
notice to the undersigned.
If I Plan To Attend The Meeting, Should I Still Vote By
Proxy?
Whether you plan to attend the meeting or not, we urge you to
vote by proxy. Returning the proxy card will not affect your
right to attend the meeting, and your proxy will not be used if you
are personally present at the meeting and inform the Secretary in
writing prior to the voting that you wish to vote your Shares in
person.
How Will My Proxy Get Voted?
If you properly fill in your proxy card and send it to us, your
proxy holder (the individual named on your proxy card) will vote
your Shares as you have directed. If you sign the proxy card
but do not make specific choices, the proxy holder will vote your
Shares as recommended by the Board of Directors and the Company's
management.
How Will Voting On Any Other Business Be Conducted?
Although we do not know of any business to be considered at the
meeting other than the proposals described in this proxy statement,
if any other business is presented at the meeting, your returned
proxy gives authority to the proxy holder to vote on these matters
in his discretion.
Proposal 1. ADOPTION OF AUDITED FINANCIAL
STATEMENTS
The Company seeks shareholders' adoption of the audited
financial statements of the Company (the "Audited Financial
Statements"), which have been prepared under Singapore
Generally Accepted Accounting Principles, in respect of the
financial year ended December 31,
2016. Along with the Audited Financial Statements, the
Company seeks Shareholders' adoption of the Report of the
Directors, Statement by the Directors and Auditor's Report of the
Company in respect of the same financial year.
Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by shareholders entitled to vote at the
Seventeenth Annual General Meeting of the Company
("AGM").
The Board of Directors of the Company (the "Board of
Directors") recommends a vote FOR this proposal.
Proposal 2. APPROVAL OF APPOINTMENT OF AUDITORS
- The Company seeks Shareholders' approval for the appointment of
KPMG and KPMG LLP as the independent external auditors of the
Company to hold such office until the conclusion of the next Annual
General Meeting of the Company. The Board of Directors also seeks
shareholders' approval to authorize the Board of Directors to fix
the remuneration for KPMG and KPMG LLP in respect of their service
to the Company for the financial year ended December 31, 2016.
- Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by shareholders entitled to vote at the
AGM.
The Board of Directors recommends a vote FOR this
proposal.
Proposal 3. APPROVAL OF DIRECTORS' REMUNERATION
- The Company seeks shareholders' approval on the remuneration of
Directors in an aggregated amount not exceeding US$350,000 in respect of their professional
services to the Company until the conclusion of the next Annual
General Meeting of the Company.
- Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by shareholders entitled to vote at the
AGM.
The Company's management recommends a vote FOR this
proposal.
Proposal 4. APPROVAL FOR AUTHORITY TO ALLOT AND ISSUE
SHARES
- The Company is incorporated in Singapore. Under the Companies Act, Chapter 50
of Singapore (the "Companies
Act"), the Directors may exercise any power of the Company to
issue new Shares only with the prior approval of the shareholders
of the Company at a general meeting. Such approval, if granted, is
effective from the date of the general meeting at which the
approval was given until the date on which the next Annual General
Meeting of the Company is held or is required by law to be held,
whichever is earlier.
- Shareholders' approval is sought to give Directors authority to
allot and issue new Shares and other instruments convertible into
Shares during the period from the Seventeenth Annual General
Meeting to the earlier of the next Annual General Meeting or the
date by which the next Annual General Meeting of the Company is
required by law to be held.
Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by shareholders entitled to vote at the
AGM.
The Board of Directors recommends a vote FOR this
proposal.
Proposal 5. APPROVAL FOR SHARE PURCHASE MANDATE
The approval of the Share Purchase Mandate authorizing the
Company to purchase or acquire its Shares would give the Company
the flexibility to undertake share purchases or acquisitions at any
time, subject to market conditions, during the period when the
Share Purchase Mandate is in force.
- In managing the business of the Company and its subsidiaries
(the "Group"), the Company's management strives to increase
shareholders' value by improving, inter alia, the return on
equity of the Group. A share purchase by the Company is one of the
ways through which the return on equity of the Group may be
enhanced.
- A Share purchase is also an available option for the Company to
return surplus cash which is in excess of the financial and
possible investment needs of the Group to its shareholders. In
addition, the Share Purchase Mandate will allow the Company to have
greater flexibility over, inter alia, the Company's share
capital structure and its dividend policy.
- The Company intends to use internal sources of funds or
external borrowings or a combination of both to finance the
Company's purchase or acquisition of the Shares pursuant to the
Share Purchase Mandate. The Directors do not propose to
exercise the Share Purchase Mandate to such extent that it would
materially and adversely affect the financial position of the
Group.
- Share repurchase programmes may also help buffer short-term
share price volatility and off-set the effects of short-term
speculators and investors and, in turn, bolster shareholder
confidence and employee morale.
Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by shareholders entitled to vote at the
AGM.
The Board of Directors recommends a vote FOR this
proposal.
OTHER MATTERS
As of the date of this Proxy Statement, the Company does not
intend to present and has not been informed that any other person
intends to present any business not specified in this Proxy
Statement for action at the Seventeenth Annual General Meeting.
Shareholders are urged to sign the enclosed proxy form and to
return it promptly in the enclosed envelope. Proxies will be voted
in accordance with shareholders' directions. Signing the proxy form
does not affect a shareholder's right to vote at the Seventeenth
Annual General Meeting, and the proxy may be revoked prior to its
exercise by appropriate notice to the undersigned.
PROXY SOLICITATION
The Company will pay the cost of preparing and mailing this
proxy statement and form of proxy to its shareholders. The Company
has retained Mackenzie Partners, Inc. to request banks and brokers
to forward copies of these materials to persons for whom they hold
Shares and to request authority for execution of the proxies.
GIGAMEDIA LIMITED
/s/ Kuo-Lun Huang
……………………………………….
Kuo-Lun Huang (aka Collin Hwang)
Director and Chief Executive Officer
[Chairman of the Board and Chief Executive Officer]
GigaMedia Limited
Incorporated in the Republic of
Singapore
Registration No.: 199905474H
REGISTERED OFFICE
80 Robinson Road,
#02-00
Singapore
068898
Contact:
Annie Sun
+886-2-26568000
ir@gigamedia.com.tw
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SOURCE GigaMedia Limited