MS HOLDINGS LIMITED

("Company")

Registration No. 201414628C

(Incorporated in the Republic of Singapore)

MINUTES OF ANNUAL GENERAL MEETING

PLACE

: Convened and held by way of electronic means (through a live webcast

comprising both video (audio-visual) and audio-only feeds).

DATE

:

Friday, 27 August 2021

TIME

:

3.00 p.m.

PRESENT

: As set out in the attendance records maintained by the Company

  1. CHAIRMAN
    Mdm Ng Chui Hwa, Executive Chairman of the Company, had pursuant to Regulation 78 of the Constitution of the Company, requested Mr Lim Kee Way Irwin to be the chairman of the Annual General Meeting ("Meeting") of the Company, convened and held by way of electronic means on Friday, 27 August 2021 at 3.00 p.m., pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 and as amended by COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment No.2) Order 2020 and the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment No.3) Order 2020.
    Mr Lim Kee Way Irwin ("Chairman") after having ascertained from Tricor Barbinder Share Registration Services, the Company's Share Registrar ("Share Registrar") that a quorum at the Meeting was present by electronic means, acknowledged such members who were present by electronic means and called the Meeting to order at 3.00 p.m. The Chairman introduced all the Directors of the Company to those present at the Meeting.
  2. NOTICE
    The Notice of Meeting dated 12 August 2021 ("Notice"), having been previously circulated to the shareholders, was taken as read.
    The Chairman informed the Meeting that all resolutions at the Meeting would be put to vote by way of poll. The Chairman updated that the Company had received the proxy forms of members who appointed the Chairman of the Meeting as their proxy to vote on their behalf at this Meeting. The Chairman further informed that Entrust Advisory Pte. Ltd. had been appointed as scrutineer ("Scrutineer") for the poll, that all proxy forms were submitted not less than 48 hours before the Meeting, that the number of votes for and against each resolution had been verified by the Scrutineer and that the Chairman had received the polling results ("Scrutineer's Certificate") from the Scrutineer and he would announce the results of the votes after each resolution has been presented.
    The Chairman explained that members would not be allowed to ask questions during the live webcast of the Meeting. In lieu, members had been given the opportunity to ask questions relating to the resolutions to be tabled for approval at the Meeting, by submitting their questions prior to the Meeting. The Company had addressed the queries raised by shareholders and Securities Investors Association (Singapore) in a separate announcement released on 25 August 2021.

1

MS HOLDINGS LIMITED

ANNUAL GENERAL MEETING HELD ON 27 AUGUST 2021

  1. RESOLUTION 1 - DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 APRIL 2021
    The Chairman presented the first item on the Notice, which was to receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 30 April 2021 ("FY2021") together with the Auditors' Report thereon.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  2. RESOLUTION 2 - APPROVAL OF A FINAL TAX EXEMPT (ONE-TIER) DIVIDEND OF 1.0 SINGAPORE CENT PER ORDINARY SHARE FOR FY2021
    Resolution 2 on the Notice was to approve the payment of final tax exempt (one-tier) dividend of 1.0 Singapore cent per ordinary share for FY2021.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  3. RESOLUTION 3 - DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDED 30 APRIL 2021
    Resolution 3 on the Notice was to approve the payment of Directors' fees of S$68,000 for FY2021.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  4. RESOLUTION 4 - RE-ELECTION OF MDM NG CHUI HWA
    Resolution 4 on the Notice was to consider the re-election of Mdm Ng Chui Hwa as a Director retiring under Regulation 107 of the Company's Constitution. Mdm Ng Chui Hwa had offered herself for re-election. Mdm Ng Chui Hwa would upon re-election as a Director of the Company, continue to serve as the Executive Chairman of the Company.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  5. RESOLUTION 5 - RE-ELECTION OF MR LAU YAN WAI
    Resolution 5 on the Notice was to consider the re-election of Mr Lau Yan Wai as a Director retiring under Regulation 107 of the Company's Constitution. Mr Lau Yan Wai had offered himself for re-election. Mr Lau Yan Wai would upon re-election as a Director of the Company, continue to serve as an Independent Director and Chairman of the Nominating and Remuneration Committees and member of the Audit Committee of the Company.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  6. RESOLUTION 6 - RE-APPOINTMENT OF AUDITORS
    Resolution 6 on the Notice was to re-appoint Messrs Mazars LLP as the Company's Auditors and to authorise the Directors to fix their remuneration. Messrs Mazars LLP had expressed their willingness to continue in the office.

2

MS HOLDINGS LIMITED

ANNUAL GENERAL MEETING HELD ON 27 AUGUST 2021

The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.

  1. RESOLUTION 7 - AUTHORITY TO ALLOT AND ISSUE SHARES
    Resolution 7 on the Notice was to authorise the Directors to issue new shares and convertible securities pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  2. RESOLUTION 8 - AUTHORITY TO GRANT AWARDS AND TO ALLOT AND ISSUE SHARES PURSUANT TO THE MS HOLDINGS SHARE AWARD SCHEME 2021
    Resolution 8 on the Notice was to authorise the Directors to grant awards and to allot and issue shares pursuant to the MS Holdings Share Award Scheme 2021.
    The Chairman announced that based on the Scrutineer's Certificate, there were 2,434,100 shares voting for (100%) and 0 shares cast against (0%) the resolution respectively. The Chairman declared that the resolution was carried.
  3. ANY OTHER BUSINESS
    The Chairman informed that no notice was received in respect of any other business that may be properly transacted at the Meeting.
  4. END OF MEETING
    There being no other business to transact, the Chairman declared the Meeting closed at 3.10 p.m. and thanked everyone for their attendance.

CONFIRMED BY:

Lim Kee Way Irwin

Chairman of the Meeting

3

Attachments

  • Original document
  • Permalink

Disclaimer

MS Holdings Ltd. published this content on 01 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 September 2021 12:41:02 UTC.