(the "Company") (Incorporated in the Republic of Singapore)
Co. Registration No. 200303179Z
Mr Lim Chee San (Chairman of the Meeting)
(also proxy for Raffles Nominees (Pte) Limited, Citibank Nominees Singapore Pte Ltd, DBS Nominees Pte Ltd, Terrafirma Property Holdings Ltd, UOB Kay Hian Private Limited, CGS International Securities Singapore Pte Ltd, Merrill Lynch (Singapore) Pte Ltd, HSBC (Singapore) Nominees Pte Ltd, CIGA Enterprises Pte Ltd, Phillip Securities Pte Ltd and MayBank Securities Pte Ltd)
DIRECTOR/CORPORATE REPRESENTATIVE
Mr Gianto Gunara
(also representing PT Elitindo Citralestari)
DIRECTORS
Mr Eugene Cho Park (also CEO)
Mr Choo Kok Kiong (also CFO and Company Secretary) Mr Axton Salim (attended via zoom)
Mr Tan Boon Hwa
Mr I Gusti Putu Suryawirawan
SHAREHOLDERS/PROXIES
As per attendance list of the meeting
INVITEES/OBSERVERS
As per attendance list of the meeting
1 | WELCOME NOTE |
On behalf of the Board of Directors, Mr Lim Chee San, the Chairman of the Board of Gallant Venture Ltd (the "Company") welcomed all shareholders present at the Annual General Meeting ("AGM") of the Company. The Chairman introduced himself and the members of the Board, namely Mr Eugene Cho Park, Mr Gianto Gunara, Mr Choo Kok Kiong, Mr Tan Boon Hwa and Mr I Gusti Putu Suryawirawa. He further informed the meeting that Mr Axton Salim was attending the AGM remotely via zoom. |
2 | QUORUM |
A quorum was present, and the Chairman called the meeting to order. | |
3 | PROCEEDINGS OF THE MEETING |
The Chairman informed the meeting that all resolutions as set out in the Notice of AGM would be proposed, followed by a question and answer ("Q&A") session before being put to vote by poll. The Company appointed Trusted Services Pte Ltd as the polling agent and Samas Management Consultants Pte Ltd. as the Scrutineer. A video clip was shown to the shareholders on the voting instructions. The Chairman informed the meeting that he had received proxy forms from some shareholders appointing him as proxy to vote on their behalf. He would vote and/or abstain from voting in accordance with the instructions of the appointing shareholders. | |
4 | QUESTIONS FROM SHAREHOLDERS |
The Chairman informed the shareholders that the Company had not received any questions from shareholders prior to the AGM and shareholders would be able to ask questions during the Q&A session. The Chairman further informed the shareholders that the Company's AGM presentation slides had also been posted on SGXNet and the Company's website. | |
5 | NOTICE OF MEETING |
The Notice of the AGM dated 11 April 2025 convening this meeting which was published on SGXNet and on the Company's website and with the concurrence of the shareholders present, was taken as read. | |
6 | AUDITED FINANCIAL STATEMENTS, DIRECTORS' STATEMENT AND AUDITOR'S REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 (RESOLUTION 1) |
The Chairman addressed the first item on the agenda which was to receive and adopt the Audited Financial Statements for the financial year ended 31 December 2024 together with the Directors' Statement and Auditor's Report. The following motion was proposed by the Chairman: "That the Audited Financial Statements for the financial year ended 31 December 2024 together with the Directors' Statement and Auditor's Report thereon, be and are hereby received and adopted." | |
7 | DIRECTORS' FEE (RESOLUTION 2) |
The following motion was proposed by the Chairman: "That Directors' fee of S$418,333 for the financial year ended 31 December 2024 be and is hereby approved." |
8 | RE-ELECTION OF DIRECTOR - MR LIM CHEE SAN (RESOLUTION 3) |
The Chairman informed the meeting that, as this resolution pertained to his re-election as director, Mr Eugene Cho Park was appointed to chair this segment of the meeting. It was noted that Mr. Lim Chee San, a Director retiring pursuant to Regulation 111 of the Constitution, had consented to continue in office. Upon his re-election, Mr. Lim will remain as Chairman of the Audit & Risk Management Committee, and as a member of both the Nominating Committee and the Remuneration Committee. He will also continue to be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. The Chairman proposed the motion: "That Mr Lim Chee San be and is hereby re-elected as a Director of the Company." | |
9 | APPOINTMENT OF DIRECTOR - MR EUGENE CHO PARK (RESOLUTION 4) |
The Chairman informed the meeting that Mr Eugene Cho Park, a Director retiring under Regulation 111 of the Constitution, had consented to continue in office. The Chairman proposed the motion: "That Mr Eugene Cho Park be and is hereby re-elected as a Director of the Company." | |
10 | RE-ELECTION OF DIRECTOR - MR AXTON SALIM (RESOLUTION 5) |
The next motion on the agenda dealt with the re-election of Axton Salim as a Director of the Company. He had consented to continue in office. The following motion was proposed by the Chairman: "That Axton Salim be and is hereby re-elected as a Director of the Company" | |
11 | RE-APPOINTMENT OF AUDITORS (RESOLUTION 6) |
The Chairman informed the meeting that the Audit and Risk Management Committee had recommended the re-appointment of Foo Kon Tan LLP as the Auditors of the Company. Foo Kon Tan LLP had expressed their willingness to accept re-appointment as Auditors. The Chairman proposed the following motion: "That Foo Kon Tan LLP, be and are hereby re-appointed Auditors of the Company until the conclusion of the next Annual General Meeting at a fee to be agreed between the Directors and the Auditors." | |
12 | SPECIAL BUSINESS - AUTHORITY TO ALLOT AND ISSUE SHARES (RESOLUTION 7) |
The Chairman informed the meeting that Resolution 7 was to authorise the Directors to allot and issue shares pursuant to Section 161 of the Companies Act 1967. The resolution set out under item 5 of the Notice of AGM was proposed by the Chairman. |
13 | SPECIAL BUSINESS - PROPOSED RENEWAL OF THE SHAREHOLDERS' MANDATE FOR INTERESTED PERSON TRANSACTIONS (RESOLUTION 8) |
The Chairman informed the meeting that Resolution 8 was on proposed renewal of the Shareholders' Mandate for Interested Person Transactions. Before proceeding with the resolution, the Chairman brought to attention that the Salim Group, being an interested person, would abstain and procure its associates to abstain from voting on Resolution 8 relating to the renewal of the shareholder's mandate for interested person transactions. The resolution set out under item 6 of the Notice of AGM was proposed by the Chairman. | |
14 | SPECIAL BUSINESS - PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (RESOLUTION 9) |
The Chairman informed the meeting that Resolution 9 was on the proposed renewal of the Share Purchase Mandate. The resolution set out under item 7 of the Notice of AGM was proposed by the Chairman. | |
15 | Q&A SESSION |
A summary of the questions raised by shareholders at the meeting, along with the corresponding responses, is annexed hereto and marked as Appendix 1. | |
17 | RESULTS OF THE POLL |
The Chairman proceeded to announce the results of the poll after being informed that the votes had been counted and verified as follows: | |
Resolution 1 Based on the result of the poll, the Chairman declared the resolution 1 carried. Resolution 2 Based on the result of the poll, the Chairman declared the resolution 2 carried. |
Total number of shares represented by votes for and against the resolution 1 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,574,400 | 5,161,416,200 | 99.36% | 33,158,200 | 0.64% |
Total number of shares represented by votes for and against the resolution 2 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,549,400 | 5,160,653,200 | 99.35% | 33,896,200 | 0.65% |
Resolution 3
Total number of shares represented by votes for and against the resolution 3 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,549,400 | 5,144,295,000 | 99.03% | 50,254,400 | 0.97% |
Based on the result of the poll, the Chairman declared the resolution 3 carried.
Resolution 4
Total number of shares represented by votes for and against the resolution 4 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,549,400 | 5,161,411,200 | 99.36% | 33,138,200 | 0.64% |
Based on the result of the poll, the Chairman declared the resolution 4 carried.
Resolution 5
Total number of shares represented by votes for and against the resolution 5 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,559,400 | 5,152,356,900 | 99.19% | 42,202,500 | 0.81% |
Based on the result of the poll, the Chairman declared the resolution 5 carried.
Resolution 6
Total number of shares represented by votes for and against the resolution 6 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,549,400 | 5,160,713,200 | 99.35% | 33,836,200 | 0.65% |
Based on the result of the poll, the Chairman declared the resolution 6 carried.
Resolution 7
Total number of shares represented by votes for and against the resolution 7 | For | Against | ||
Number of Shares | % | Number of Shares | % | |
5,194,349,400 | 5,152,156,900 | 99.19% | 42,192,500 | 0.81% |
Based on the result of the poll, the Chairman declared the resolution 7 carried.