(Company Registration No. 201131905D) (Incorporated in Republic of Singapore) (the "Company")
MINUTES OF ANNUAL GENERAL MEETING Venue : 81 Pasir Ris Heights, Singapore 519292 Date : Thursday, 24 April 2025 Time : 3.00 p.m. Present : Please see attendance list. In Attendance : Please see attendance list. Chairman : Mr Tan Teng Muan INTRODUCTIONMr David Ho, the Company's Chief Financial Officer and Executive Director, welcomed all shareholders to the Annual General Meeting ("AGM") of the Company. He proceeded to brief the shareholders on the poll voting procedures and Trusted Services Pte. Ltd., which provided the electronic poll voting services for the AGM, played a short video presentation explaining the process.
Mr Tan Teng Muan, the Non-Executive Chairman and Non-Independent Director (the "Chairman"), introduced the members of the Board, the Chief Financial Officer, the Company Secretary, the Auditors and the proposed directors to be appointed at the AGM to those present at the AGM.
QUORUMAs a quorum was present, the Chairman called the AGM to order at 3.00 p.m..
NOTICEThe Chairman informed the shareholders that all pertinent information relating to the proposed resolutions in the AGM had been set out in the Notice of AGM dated 9 April 2025. The Notice together with the Annual Report for the financial year ended 31 December 2024 had been circulated to the shareholders before the AGM. With the consent of the meeting, the Notice convening the AGM was taken as read.
RESOLUTIONS BY POLLThe Chairman informed the shareholders that all resolutions tabled at the AGM would be voted by poll in accordance to the Listing Manual of the SGX-ST and the Company's Constitution. The Company appointed Trusted Services Pte. Ltd. as the Polling Agent and CACS Corporate Advisory Pte. Ltd. as the Scrutineer. The Scrutineer supervised and verified the counting of the votes of all valid proxy forms submitted by the shareholders by the submission deadline of
3.00 p.m. on 21 April 2025. The votes cast by shareholders during the AGM were also verified by the Scrutineer.
QUESTIONS BY SHAREHOLDERSThe Chairman informed the shareholders that the Company had announced via SGXNet on 9 April 2025 that the shareholders may submit questions relating to the business of the AGM in advance by 16 April 2025, or during the AGM. The Company had not received questions from shareholders as at 16 April 2025. The questions received after the deadline or during the AGM would be answered by the Chairman or the Executive Directors during the question and answer session.
ORDINARY BUSINESS-
RESOLUTION 1 - DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
Resolution 1 on the Agenda was to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2024 together with the Auditor's Report thereon.
In view of the Directors' Statement and the Financial Statements for the financial year ended 31 December 2024 and the Auditor's Report having been in the shareholders' hands for the prescribed period, the Chairman proposed, with the shareholders' permission, that the documents be taken as read.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that the Directors' Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2024 together with the Auditor's Report be received and adopted."
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RESOLUTION 2 - DECLARATION OF FINAL DIVIDEND (TAX EXEMPT ONE-TIER) OF S$0.012 PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
Resolution 2 on the Agenda was to approve payment of the final dividend (tax exempt one-tier) of S$0.012 per ordinary share for the financial year ended 31 December 2024.
The Board of Directors recommended payment of a final dividend (tax exempt one-tier) of S$0.012 per ordinary share for the financial year ended 31 December 2024. The dividend, if approved, will be paid on 9 May 2025.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that the payment of final dividend (tax exempt one-tier) of S$0.012 per ordinary share for the financial year ended 31 December 2024 be approved."
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RESOLUTION 3 - PAYMENT OF DIRECTORS' FEES OF S$595,000.00 FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2025
Resolution 3 on the Agenda was to approve the payment of Directors' fees of S$595,000.00 for the financial year ending 31 December 2025.
The Board of Directors recommended, subject to shareholders' approval, Directors' fees of S$595,000.00 to be paid quarterly in advance for the financial year ending 31 December 2025.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that the payment of Directors' fees of S$595,000.00 for the financial year ending 31 December 2025 be approved."
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RESOLUTION 4 - RE-ELECTION OF MS WONG LOK HIONG AS DIRECTOR
Resolution 4 on the Agenda was to re-elect Ms Wong Lok Hiong as Director of the Company.
Ms Wong Lok Hiong, who was retiring as a Director of the Company under Regulation 96 of the Company's Constitution, had signified her consent to continue in office. Ms Wong Lok Hiong will, upon re-election as a Director of the Company, remain as Chief Executive Officer and Executive Director of the Company.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that Ms Wong Lok Hiong who retires pursuant to Regulation 96 of the Company's Constitution, be and is hereby re-elected as a Director of the Company."
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RESOLUTION 5 - RE-ELECTION OF MR HO HIE WU AS DIRECTOR
Resolution 5 on the Agenda was to re-elect Mr Ho Hie Wu as Director of the Company.
Mr Ho Hie Wu, who was retiring as a Director of the Company under Regulation 96 of the Company's Constitution, had signified his consent to continue in office. Mr Ho Hie Wu will, upon re-election as a Director of the Company, remain as Chief Financial Officer and Executive Director of the Company.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that Mr Ho Hie Wu who retires pursuant to Regulation 96 of the Company's Constitution, be and is hereby re-elected as a Director of the Company."
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RESOLUTION 6 - ELECTION OF MS ANG TSU EN EVELYN AS DIRECTOR
Resolution 6 on the Agenda was to elect Ms Ang Tsu En Evelyn as Director of the Company.
Ms Ang Tsu En Evelyn had signified her consent to act in the office.
Ms Ang Tsu En Evelyn will, upon election as a Director of the Company, be designated as Independent Director of the Company and a member of the Audit Committee, Nominating Committee and Remuneration Committee. Ms Ang will be considered independent pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that Ms Ang Tsu En Evelyn be elected as a Director of the Company."
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RESOLUTION 7 - ELECTION OF MR CHOO CHIH CHIEN BENJAMIN AS DIRECTOR
Resolution 7 on the Agenda was to elect Mr Choo Chih Chien Benjamin as Director of the Company.
Mr Choo Chih Chien Benjamin had signified his consent to act in the office.
Mr Choo Chih Chien Benjamin will, upon election as a Director of the Company, be designated as Independent Director of the Company, Chairman of Nominating Committee and a member of the Audit Committee and Remuneration Committee. Mr Choo will be considered independent pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that Mr Choo Chih Chien Benjamin be elected as a Director of the Company."
In addition, the Chairman noted that Mr David Walker ("Mr Walker") has tendered his resignation which will take effect from the conclusion of the AGM. The Board put on record its heartfelt appreciation to Mr Walker for his invaluable contributions as a director during his tenure of service.
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RESOLUTION 8 - RE-APPOINTMENT OF MESSRS ERNST & YOUNG LLP AS THE AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION
Resolution 8 on the Agenda was to re-appoint Messrs Ernst and Young LLP as the Auditors of the Company and to authorise the Directors to fix the Auditors' remuneration.
The retiring Auditors, Messrs Ernst & Young LLP had expressed their willingness to continue in office.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that Messrs Ernst & Young LLP, who had expressed their willingness to continue in office, be re-appointed as Auditors of the Company until the next AGM and the Directors be authorised to fix their remuneration."
SPECIAL BUSINESS -
RESOLUTION 9 - AUTHORITY TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY PURSUANT TO SECTION 161 OF THE COMPANIES ACT 1967 AND RULE 806 OF THE LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
Resolution 9 on the Agenda was to seek the shareholders' approval for the Directors to grant the authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act 1967 and Rule 806 of the Listing Manual of the SGX-ST, the details of which were set out in the text of the Ordinary Resolution in item 8 of the Notice of AGM.
The Chairman proposed the resolution. The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that pursuant to Section 161 of the Companies Act 1967 and Rule 806 of the Listing Manual of the SGX-ST, the Directors of the Company be authorised and empowered to:
(i) issue shares in 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, 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 of the Company may in their absolute discretion deem fit; and
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares pursuant to any Instruments made or granted by the Directors of the Company while this Resolution was in force,
(the "Share Issue Mandate") provided that:
1) the aggregate number of shares (including shares to be issued pursuant to the Instruments, made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary
