NauticAWT AGM FY2018 2019-05-27T15:48:11+00:00

NauticAWT Minutes of AGM FY2018

MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY (THE “MEETING”) HELD ON:

DATE & TIME: Monday, 29 April 2019 at 11.00 a.m.
VENUE: 12 Tai Seng Link #05-01A, Singapore 534233
PRESENT:  As set out in the attendance record maintained by the Company

CHAIRMAN

Mr Lim How Teck, the Chairman of the Meeting (the “Chairman“), welcomed all present to the Meeting.

QUORUM

Having ascertained that a quorum was present, the Chairman called the Meeting to order.

NOTICE OF MEETING

There being no objection by the shareholders, the Notice of Meeting having been circulated was taken as read.

RESOLUTION 1 – ADOPTION OF THE DIRECTORS’ STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 AND THE AUDITORS’ REPORT THEREON

The Chairman invited the shareholders to raise their queries on the audited financial statements, if any.

There being no questions from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which was seconded by Ms Chen Eh Leng (Janice Chen), the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

RESOLUTION 2A – RE-ELECTION OF MR TEO LEK HONG AS A DIRECTOR OF THE COMPANY

The Chairman invited the shareholders to raise their queries on the re-election of Mr Teo Lek Hong, if any.

There being no questions from the shareholders, on a proposal by Mr Louren David Woof which was seconded by Mr Teo Moh Cong (Calvin Teo), the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

RESOLUTION 2B – RE-ELECTION OF MR TAY KEE LIAT AS A DIRECTOR OF THE COMPANY

The Chairman invited the shareholders to raise their queries on the re-election of Mr Tay Kee Liat, if any.

There being no questions from the shareholders, on a proposal by Ms Chen Eh Leng (Janice Chen) which was seconded by Mr Teo Moh Cong (Calvin Teo), the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

RESOLUTION 3 – APPROVAL OF DIRECTORS’ FEES OF S$192,000.00 FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2019, TO BE PAID QUARTERLY IN ARRERAS

The Chairman invited the shareholders to raise their queries on the payment of S$192,000.00 as Directors’ Fees for the financial year ending 31 December 2019 to be paid quarterly in arrears, if any.

There being no questions from the shareholders, on a proposal by Mr Louren David Woof which was seconded by Mr Poh Chit Wen, the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

RESOLUTION 4 – RE-APPOINTMENT OF MESSRS DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY AND AUTHORISATION OF THE DIRECTORS TO FIX THEIR REMUNERATION

The Chairman shared with the shareholders present that subsequent to the issuance of the Annual Report for the year ended 31 December 2018, the Board of Directors and Audit Committee, having considered the financial situation of the Company and its subsidiaries (the “Group”) and after discussions with Messrs Deloitte & Touche LLP (“Deloitte”), reached a mutual understanding with Deloitte that it would be in the interests of the Group and Deloitte that the latter’s term of office not be renewed due to cost considerations.

Mr Panjabi Sanjay Gordhan, the engagement partner of Messrs Deloitte & Touche LLP also shared that the Company had informed Deloitte of their financial concerns and echoed the view that Deloitte had reached a mutual understanding with the Company that it would be in the interests of the both parties that Deloitte’s appointment as the Company’s auditors not be renewed. The Chairman added that if this Resolution 4 was not passed, the Board would take the requisite steps to appoint the auditors of the Company in due course.

The Chairman invited the shareholders to raise their queries, if any.

There being no questions from the shareholders, on a proposal by Ms Fann Loo which was seconded by Mr Teo Moh Cong (Calvin Teo), the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

ANY OTHER ORDINARY BUSINESS

As there were no further items of ordinary business arising, the Meeting proceeded to deal with the items of special business of the Meeting.

SPECIAL BUSINESS

RESOLUTION 5 – ORDINARY RESOLUTION – AUTHORITY TO ALLOT AND ISSUE SHARES IN THE CAPITAL OF THE COMPANY

The shareholders were requested to consider and, if thought fit, to pass, with or without modifications, the ordinary resolution as set out in the Notice of Meeting.

The Chairman invited the shareholders to raise their queries on the conferral of authority on the Directors to allot and issue shares in the capital of the Company, if any.

There being no questions from the shareholders, on a proposal by Ms Chen Eh Leng (Janice Chen) was seconded by Ms Fann Loo, the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

RESOLUTION 6 – ORDINARY RESOLUTION – AUTHORITY TO GRANT OPTIONS AND TO ALLOT AND ISSUE SHARES UNDER THE NAUTICAWT EMPLOYEE SHARE OPTION SCHEME

The shareholders were requested to consider and, if thought fit, to pass, with or without modifications, the ordinary resolution as set out in the Notice of Meeting.

The Chairman invited the shareholders to raise their queries on the conferral of authority to the Directors to grant options and to allot and issue shares under the NauticAWT Employee Share Option Scheme, if any.

There being no questions from the shareholders, on a proposal by Mr Poh Chit Wen which was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll.

As there were other matters to be transacted at the Meeting, the Chairman informed the Meeting that the poll would be conducted after the remaining business had been transacted.

RESOLUTION 7 – ORDINARY RESOLUTION – AUTHORITY TO GRANT AWARDS AND TO ALLOT AND ISSUE SHARES UNDER THE NAUTICAWT PERFORMANCE SHARE PLAN

The shareholders were requested to consider and, if thought fit, to pass, with or without modifications, the ordinary resolution as set out in the Notice of Meeting.

The Chairman invited the shareholders to raise their queries on the conferral of authority to the Directors to grant awards and to allot and issue shares under the NauticAWT Performance Share Plan, if any.

There being no questions from the shareholders, on a proposal by Ms Fann Loo which was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll.

CONDUCT OF POLL

As there were no other matters to be transacted at the Meeting, the Meeting proceeded to conduct a poll on the resolutions tabled at the Meeting.

Entrust Advisory Pte. Ltd. was appointed as the scrutineer (the “Scrutineer“). Tricor Evatthouse Corporate Services was appointed as the polling agent. The Scrutineer explained the poll voting procedures to the shareholders present.

The Chairman informed the Meeting that as the voting had been completed, the Scrutineer would proceed to count the votes. As such, the Meeting was adjourned for vote counting.

RESULTS OF VOTING

The Meeting resumed at 11:20 a.m. and the Chairman announced the results of the poll for all the resolutions as follows:

Resolution 1 – Adoption of the Directors’ Statement and the audited financial statements for the financial year ended 31 December 2018 together with the Auditors’ Report thereon

Those in favour: 136,257,449 votes (100%)
Those against: 0 vote   (0%)
136,257,449 votes (100%)

Resolution 2A – Re-election of Mr Teo Lek Hong as a Director of the Company

Those in favour: 136,257,449 votes (100%)
Those against: 0 vote   (0%)
136,257,449 votes (100%)

Resolution 2B – Re-election of Mr Tay Kee Liat as a Director of the Company

Those in favour: 136,257,449 votes (100%)
Those against: 0 vote   (0%)
136,257,449 votes (100%)

Resolution 3 – Approval of Directors’ fees of S$192,000.00 for the financial year ending 31 December 2019, to be paid quarterly in arrears

Those in favour: 136,257,449 votes (100%)
Those against: 0 vote   (0%)
136,257,449 votes (100%)

Resolution 4 – Re-appointment of Messrs Deloitte & Touche LLP as the independent auditors of the Company and authorisation of the Directors to fix their remuneration

Those in favour: 0 vote   (0%)
Those against: 136,257,449 votes (100%)
0 vote   (0%)

Resolution 5 – Authority to allot and issue shares in the capital of the Company

Those in favour: 136,257,449 votes (100%)
Those against: 0 vote   (0%)
136,257,449 votes (100%)

Resolution 6 – Authority to grant options and to allot and issue shares under the NauticAWT Employee Share Option Scheme

Those in favour: 49,289,373 votes (100%)
Those against: 0 vote   (0%)
49,289,373 votes (100%)

All employees (including Directors) who are eligible to participate in the NauticAWT Employee Share Option Scheme (and who are also shareholders) abstained from voting on Resolution 6.

Resolution 7 – Authority to grant awards and to allot and issue shares under the NauticAWT Performance Share Plan

Those in favour: 49,289,373 votes (100%)
Those against: 0 vote   (0%)
49,289,373 votes (100%)

All employees (including Directors) who are eligible to participate in the NauticAWT Performance Share Plan (and who are also shareholders) abstained from voting on Resolution 7.

All the resolutions put to vote at this Meeting were declared duly passed and carried by the Chairman.

CONCLUSION OF MEETING

There being no other business, the Meeting concluded at 11:30 a.m. with a vote of thanks to the Chairman.

Confirmed as a true and accurate record of the proceedings

[signed]

Lim How Teck

Chairman of the Meeting