RAFFLES INFRASTRUCTURE HOLDINGS LIMITED

("Raffles Infrastructure" or the "Company") (Company Registration No.: 40381) (Incorporated in Bermuda)

MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD BY WAY OF ELECTRONIC MEANS ON 29 OCTOBER 2021 AT 9.15 A.M.

PRESENT

:

Board of Directors

Wong Ann Chai (Chairman of Meeting)

Mr Leow Yong Kin

Mr Eric Choo Han Kiat

Mr Toh Tiong San

Mr Li Jia Chen

Mr Ma Zhi

IN ATTENDANCE

:

Company Secretary

Mr Lee Wei Hsiung

SHAREHOLDERS/

:

As set out in the Attendance List maintained by the Company.

CORPORATE

REPRESENTATIVE/ INVITEES

WELCOME NOTE

Mr Wong Ann Chai, the Chairman of the Meeting (the "Chairman"), welcomed the shareholders to the Annual General Meeting ("AGM") of the Company, which was convened via electronic means due to the COVID-19 pandemic. The Chairman introduced the board members present at the AGM via live webcast.

QUORUM

Having confirmed with the Company Secretary that a quorum in accordance with the Company's Constitution was present, the Chairman declared the AGM opened.

NOTICE

The Chairman took the notice of the Meeting as read.

VOTING

The Chairman informed the shareholders that the resolutions tabled at the Meeting would be decided by poll based on proxy votes received before the Meeting. The Chairman also informed the Meeting that in his capacity as Chairman of the Meeting, he had accepted the appointment as proxy by shareholders and he would be voting in accordance with shareholders' valid instructions given in the proxy forms received. The Chairman further informed the Meeting that the Company had appointed Entrust Advisory Pte. Ltd. as the Scrutineer for the Meeting. The Scrutineer had independently verified all votes received for the resolutions tabled.

The Chairman then invited Mr Eric Choo, the Chief Executive Officer ("CEO") of the Company to present a summary of the Group's overall performance and business review for FY2021 to the shareholders. Details of which were set out in the Appendix "A" annexed to these minutes.

Raffles Infrastructure Holdings Limited

Minutes of Annual General Meeting held on 29 October 2021

Page 2 of 3

QUESTIONS RELATING TO THE ITEMS ON THE AGENDA OF THE AGM

The Chairman informed the shareholders that the Company had earlier requested shareholders who wish to ask relevant questions relating to the resolutions tabled at the AGM to submit them in advance by either via post or via email. There being no question received from shareholders based on the cutoff date prior to the Meeting, the Chairman proceeded with the business of the meeting.

RESOLUTION 1:

TO RECEIVE AND ADOPT THE DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 AND THE REPORTS OF THE AUDITORS THEREON

The first item on the agenda was to receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 30 June 2021 together with the Report of the Auditor thereon.

Based on proxy votes received, Chairman reported that the results were as follows:

Votes for: 100.00%

Votes against: 0.00%

The Chairman declared Resolution 1 carried.

RESOLUTION 2:

TO APPROVE THE DIRECTORS' FEES OF S$240,000 FOR THE FINANCIAL YEAR ENDING 30 JUNE 2022, TO BE PAID QUARTERLY IN ARREARS

Resolution 2 was to approve the Directors' Fees of S$240,000 for the financial year ending 30 June 2021, to be paid quarterly in arrears.

Based on proxy votes received, Chairman reported that the results were as follows:

Votes for: 100.00%

Votes against: 0.00%

The Chairman declared Resolution 2 carried.

RESOLUTION 3:

TO RE-ELECT MR CHOO HAN KIAT ERIC WHO IS RETIRING PURSUANT TO BYE-LAW 86(1) OF THE COMPANY'S BYE-LAWS

Resolution 3 was to re-elect Mr Wong Ann Chai, who was retiring pursuant to Bye-law 86(1) of the Company's Bye-laws and had offered himself for re-election as a Director.

Based on proxy votes received, Chairman reported that the results were as follows:

Votes for: 100.00%

Votes against: 0.00%

The Chairman declared Resolution 3 carried.

RESOLUTION 4:

TO RE-ELECT MR LI JIA CHEN WHO IS RETIRING PURSUANT TO BYE-LAW 86(1) OF THE COMPANY'S BYE-LAWS

Raffles Infrastructure Holdings Limited

Minutes of Annual General Meeting held on 29 October 2021

Page 3 of 3

Resolution 4 was to re-elect Mr Li Jia Chen, who was retiring pursuant to Bye-law 86(1) of the Company's Bye-laws and had offered himself for re-election as a Director.

Based on proxy votes received, Chairman reported that the results were as follows:

Votes for: 100.00%

Votes against: 0.00%

The Chairman declared Resolution 4 carried.

RESOLUTION 5:

TO RE-APPOINT MESSRS RT LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

Resolution 5 related to the re-appointment of Messrs RT LLP as auditors of the company and to authorise the Directors to fix their remuneration.

The Chairman reported that based on proxy votes received, the results were as follows:

Votes for: 100.00%

Votes against: 0.00%

The Chairman declared Resolution 5 carried.

RESOLUTION 6:

TO AUTHORISE DIRECTORS TO ISSUE SHARES AND CONVERTIBLE SECURITIES

The last item on the Agenda was to authorise the Directors to issue shares and convertible securities in the capital of the Company. The full text of the motion is set out in the Notice of AGM.

Based on proxy votes received, Chairman reported that the results were as follows:

Votes for: 100.00%

Votes against: 0.00%

The Chairman declared Resolution 6 carried.

CONCLUSION

There being no other business to transact, the Chairman declared the Meeting closed at 9.30 a.m. He thanked everyone for their attendance and wished all the best of health.

Confirmed as True Record of Proceedings

_________________________________

Wong Ann Chai Chairman of Meeting

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Raffles Infrastructure Holdings Ltd. published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2021 09:59:00 UTC.