Hc Surgical Specialists LtdSGX: 1B1

Notice of AGM For The Full Year Ended 31 May 2024 Download Notice of AGM | Download AGM Proxy Form

· Issued by HC Surgical Specialists Ltd

HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 131 Rifle Range Road, Level 3 Seletar I Room, Temasek Club, Singapore 588406 on Thursday, 26 September 2024 at 2.00 p.m. to transact the following businesses:

AS ORDINARY BUSINESS

1. To lay before the meeting the Audited Financial Statements of the Company for the financial year ended 31 May 2024 and the Directors' Statement and the Auditor's Report thereon.

(Please see explanatory note 1)

2. To re-elect the following Directors who are retiring in accordance with the provisions of the Company's Constitution:-

(a)

Mr. Chong Weng Hoe (pursuant to Regulation 97)

(Resolution 1)

(Please see explanatory note 2)

(b)

Dr. Heah Sieu Min (pursuant to Regulation 97)

(Resolution 2)

(Please see explanatory note 3)

3. To approve the payment of Directors' fees of $122,000/- for the financial year ended 31 May 2024. (FY2023:

$122,000/-)

(Resolution 3)

4. To declare a final dividend (tax-exemptone-tier) of $0.007 per ordinary share for the financial year ended

31 May 2024. (FY2023: $0.01 per ordinary share)

(Resolution 4)

5. To re-appoint Messrs BDO LLP as auditors of the Company and to authorise the Directors to fix their

remuneration.

(Resolution 5)

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:-

6. Authority to allot and issue ordinary shares

''That, pursuant to Section 161 of the Companies Act 1967 (''Companies Act''), and Rule 806 of the Singapore Exchange Securities Trading Limited (''SGX-ST'') Listing Manual Section B: Rules of Catalist (''Catalist Rules''), approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors of the Company may in their absolute discretion deem fit, to:

  1. issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
  2. make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, ''Instruments'') including but not limited to the creation and issue of options, warrants, debentures or other instruments convertible into shares;
  3. issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and

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HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

  1. (Notwithstanding the authority conferred by the Shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided always that:
    1. 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 one hundred per cent (100%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company, of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro-rata basis to Shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company, and (subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of determining the aggregate number of shares that may be issued under this paragraph) for the purpose of this resolution, the issued share capital shall be the Company's total number of issued shares excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for:
      1. new shares arising from the conversion or exercise of convertible securities, or
      2. new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules, and
      3. any subsequent bonus issue, consolidation or subdivision of the Company's shares;
  1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
  2. such authority shall, unless revoked or varied by the Company at a general meeting, continue in

force until the conclusion of the next annual general meeting (''AGM'') or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.'' (Resolution 6)

(Please see explanatory note 4)

7. Authority to offer and grant options and share awards and to allot and issue shares pursuant to the HC Surgical Specialists Limited Performance Share Plan (the ''HCSS Performance Share Plan'').

''That:

  1. authority be and is hereby given to the Directors of the Company to offer and grant share awards in accordance with the HCSS Performance Share Plan; and
  2. approval be and is hereby given to the Directors of the Company to exercise full powers of the Company to allot and issue from time to time such number of shares as may be required to be allotted and issued pursuant to the award of shares under the HCSS Performance Share Plan,

provided that the aggregate number of shares to be issued pursuant to the HCSS Employee Share Option Scheme and the HCSS Performance Share Plan shall not exceed fifteen per cent (15%) of the total number of

issued shares excluding treasury shares in the capital of the Company from time to time.'' (Resolution 7) (Please see explanatory note 5)

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HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

8. Authority to offer and grant options and to allot and issue shares pursuant to the HC Surgical Specialists Limited Employee Share Option Scheme (the ''HCSS Employee Share Option Scheme'').

''That:

  1. authority be and is hereby given to the Directors of the Company to offer and grant options in accordance with the provisions of the HCSS Employee Share Option Scheme; and
  2. approval be and is hereby given to the Directors of the Company to exercise full powers of the Company to allot and issue from time to time such number of shares in the Company as may be required to be issued pursuant to the exercise of the options under the HCSS Employee Share Option Scheme,

provided that the aggregate number of shares to be issued pursuant to the HCSS Employee Share Option Scheme and the HCSS Performance Share Plan shall not exceed fifteen per cent (15%) of the total number of

issued shares excluding treasury shares in the capital of the Company from time to time.'' (Resolution 8) (Please see explanatory note 5)

BY ORDER OF THE BOARD

Lin Moi Heyang

Company Secretary

Singapore, 4 September 2024

Explanatory Notes:-

  1. This Agenda is meant for discussion only as under the provisions of Section 201 of the Companies Act and Regulation 142 of the Company's Constitution, the Audited Financial Statements need to be laid before the meeting and hence, the matter will not be put forward for voting.
  2. The key information of Mr, Chong Weng Hoe can be found on page 12 in the Annual Report. Mr. Chong Weng Hoe will, upon re-election as an Independent Non-Executive Director of the Company, remain as the Chairman of the Board, the Remuneration Committee and of the Nominating Committee, and a member of the Audit and Risk Management Committee. The Board of Directors of the Company considers Mr. Chong Weng Hoe to be independent for the purpose of Rule 704(7) of the Catalist Rules.
  3. The key information of Dr. Heah Sieu Min can be found on page 12 in the Annual Report. Dr. Heah Sieu Min will, upon re-election as a Director of the Company, remain as the Executive Director and CEO.
  4. The ordinary resolution 6 above is to authorise the Directors of the Company from the date of the above AGM until the next AGM to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate one hundred per cent (100%) of the issued share capital of the Company of which the total number of shares and convertible securities issued other than on a pro-rata basis to existing Shareholders shall not exceed fifty per cent (50%) of the issued share capital of the Company (excluding treasury shares and subsidiary holdings) at the time the resolution is passed, for such purposes as they consider would be in the interests of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next AGM of the Company.
  5. The ordinary resolutions 7 and 8 above are to authorise the Directors of the Company to offer and award shares pursuant to the HCSS Performance Share Plan as well as grant options and to issue shares pursuant to the exercise of the options under the HCSS Employee Share Option Scheme, provided that the aggregate number of shares to be issued shall not exceed fifteen per cent (15%) of the Company's issued shares, excluding treasury shares in the capital of the Company from time to time.

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HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

Documents for the AGM

1. The Notice of AGM, Proxy Form, Annual Report and Appendix to the Annual Report have also been made available on the SGXNet as well as the Company's website at the following URLs:-

SGX's website: https://www.sgx.com/securities/company-announcements

Company's website: https://www.hcsurgicalspecialists.com/en/investor-relation/news

Submission of questions prior to the AGM

2. Members may submit questions related to the resolutions to be tabled at the AGM in advance of the AGM. Such questions must be submitted by 11 September 2024 in the following manner:

  1. if submitted electronically, by email to contact@hcsurgicalspecialists.com; or
  2. if submitted in hard copy, by post to the Company's office at 233 River Valley Road, #B1-04/05 RV Point, Singapore 238291.

Members who submit questions must provide the following information for authentication: (i) member's full name;

  1. member's identification number / registration number; (iii) member's address; and (iv) the manner in which the member holds shares in the Company (e.g., via CDP, scrip, CPF or SRS), failing which the Company shall be entitled to regard the submission as invalid and not respond to the questions submitted.

All questions submitted in advance of the AGM must be received by the Company by the time and date stated above to be treated as valid.

3. The Company shall only address relevant and substantial questions (as may be determined by the Company in its sole discretion) received prior to the AGM via SGXNet and on its corporate website by 20 September 2024. The Company will publish the minutes of the AGM on SGXNet and the Company's website within one month after the date of the AGM.

Voting by Proxy

4. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the AGM. Where a member appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the Proxy Form.

  1. A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the AGM, but such proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.

''Relevant intermediary'' has the meaning given to it in Section 181 of the Act.

  1. A proxy need not be a member of the Company.
  2. The duly executed Proxy Form can be submitted to the Company in the following manner:
    1. if submitted in hard copy by post, be lodged at the office of the Company's Share Registrar at 9 Raffles Place, #26-01, Republic Plaza, Singapore 048619; or
    2. if submitted electronically, by sending a scanned PDF copy via email to sg.is.proxy@sg.tricorglobal.com,

in either case, by 2.00 p.m. on 23 September 2024 (being at least 72 hours before the time appointed for holding the AGM) (the ''Proxy Deadline'').

  1. A member who wishes to submit a Proxy Form must download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and sending it electronically to the email address provided above.
  2. Investors who hold their Shares through relevant intermediaries as defined in Section 181 of the Companies Act (including CPF investors, SRS investors and holders under depository agents) and who wish to exercise their votes should approach their respective relevant intermediaries (including their respective CPF agent banks, SRS approved banks or depository agents) to submit their votes at least 7 working days before the AGM. CPF/SRS Investors should contact their respective CPF Agent Banks or SRS Operators for any queries they may have with regard to the appointment of proxy for the AGM.

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HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

9. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument. Where the Chairman of the AGM is appointed as proxy and in the absence of specific directions as to voting, the Chairman will be able to vote at his discretion.

Personal data privacy:

By (a) submitting an instrument appointing a proxy(ies) to attend, speak and vote at the AGM and/or any adjournment thereof, or

  1. submitting any question prior to the AGM in accordance with this Notice of AGM, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purposes of processing and administration by the Company (or its agents or service providers) of proxy(ies) appointed for the AGM (including any adjournment thereof), and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (the ''Purposes''), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) for the Purposes; and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

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