NauticAWT EGM 19th November 2019 2019-11-25T14:25:50+00:00

NauticAWT Minutes of EGM 19 November 2019

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

DATE & TIME: Tuesday, 19 November 2019 at 10.30 a.m.
VENUE: 12 Tai Seng Link #05-01A, Singapore 534233
PRESENT:  As set out in the attendance record maintained by the Company

Unless otherwise defined, all capitalised terms used herein shall bear the same meanings as ascribed in the circular to shareholders dated 4 November 2019 issued by the Company (“Circular”).

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 – THE BOND A SETTLEMENT AGREEMENTS AND THE PROPOSED ISSUANCE AND ALLOTMENT OF UP TO 81,610,035 NEW SHARES TO BOND A BONDHOLDERS PURSUANT THERETO

The Chairman invited the shareholders to raise their queries on Resolution 1, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the Bond A Settlement Agreements subject to
and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 81,610,035
Shares to the Bond A Bondholders pursuant to the Bond A Settlement Agreements; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 1.”

RESOLUTION 2 – THE KSH BOND B SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 21,254,641 NEW SHARES TO KSH PURSUANT THERETO

The Chairman invited the shareholders to raise their queries on Resolution 2, if any.
There being no question from the shareholders, on a proposal by Ms Loo Sheau Ying which was seconded
by Mr Teo Moh Cong (Calvin Teo), the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the KSH Bond B Settlement Agreement subject
to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 21,254,641
Shares to KSH pursuant to the KSH Bond B Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 2.”

RESOLUTION 3 – THE JG BOND B SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 2,125,463 NEW SHARES TO MR JOHN GRØNBECH PURSUANT THERETO

The Chairman invited the shareholders to raise their queries on Resolution 3, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the JG Bond B Settlement Agreement subject
to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 2,125,463
Shares to Mr John Grønbech pursuant to the JG Bond B Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 3.”

RESOLUTION 4 – THE LHT BOND B SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 5,313,660 NEW SHARES TO MR LIM HOW TECK PURSUANT THERETO

The Executive Director, Mr John GrØnbech (“Mr GrØnbech”) invited the shareholders to raise their
queries on Resolution 4, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the LHT Bond B Settlement Agreement subject
to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 5,313,660
Shares to Mr Lim How Teck pursuant to the LHT Bond B Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 4.”

RESOLUTION 5 – THE OTHER BOND B SETTLEMENT AGREEMENTS AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 13,815,514 NEW SHARES TO THE OTHER BOND B BONDHOLDERS PURSUANT
THERETO

The Chairman invited the shareholders to raise their queries on Resolution 5, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the Other Bond B Settlement Agreements
subject to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 13,815,514
Shares to the Other Bond B Bondholders pursuant to the Other Bond B Settlement Agreements;
and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 5.”

RESOLUTION 6 – THE TFG CREDITORS SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 2,228,951 NEW SHARES TO MR TAN FUH GIH PURSUANT THERETO

The Chairman invited the shareholders to raise their queries on Resolution 6, if any.
There being no question from the shareholders, on a proposal by Ms Loo Sheau Ying which was seconded
by Mr Teo Moh Cong (Calvin Teo), the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the TFG Creditors Settlement Agreement
subject to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 2,228,951
Shares to the Mr Tan Fuh Gih pursuant to the TFG Creditors Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 6.”

RESOLUTION 7 – THE JG CREDITORS SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 14,093,699 NEW SHARES TO MR JOHN GRØNBECH PURSUANT THERETO

The Chairman invited the shareholders to raise their queries on Resolution 7, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the JG Creditors Settlement Agreement subject
to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 14,093,699
Shares to the Mr John Grønbech pursuant to the JG Creditors Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 7.”

RESOLUTION 8 – THE LHT CREDITORS SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 6,520,719 NEW SHARES TO MR LIM HOW TECK PURSUANT THERETO

Mr John GrØnbech invited the shareholders to raise their queries on Resolution 8, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the LHT Creditors Settlement Agreement
subject to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 6,520,719
Shares to the Mr Lim How Teck pursuant to the LHT Creditors Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 8.”

RESOLUTION 9 – THE TLH CREDITORS SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 1,087,373 NEW SHARES TO MR TEO LEK HONG PURSUANT THERETO

The Chairman invited the shareholders to raise their queries on Resolution 9, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the TLH Creditors Settlement Agreement
subject to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 1,087,373
Shares to the Mr Teo Lek Hong pursuant to the TLH Creditors Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 9.”

RESOLUTION 10 – THE TKL CREDITORS SETTLEMENT AGREEMENT AND THE PROPOSED ISSUANCE AND
ALLOTMENT OF UP TO 1,049,592 NEW SHARES TO MR TAY KEE LIAT PURSUANT THERETO
The Chairman invited the shareholders to raise their queries on Resolution 10, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Mr Louren David Woof, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the TKL Creditors Settlement Agreement
subject to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 1,049,592
Shares to the Mr Tay Kee Liat pursuant to the TKL Creditors Settlement Agreement; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 10.”

RESOLUTION 11 – THE OTHER CREDITORS SETTLEMENT AGREEMENTS AND THE PROPOSED ISSUANCE
AND ALLOTMENT OF UP TO 32,338,358 NEW SHARES TO THE OTHER CREDITORS PURSUANT THERETO
The Chairman invited the shareholders to raise their queries on Resolution 11, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be granted to the Company to enter into the Other Creditors Settlement Agreements
subject to and otherwise in accordance with the terms and conditions therein;

(b) approval be and is hereby given for the issuance and allotment of issuance of up to 32,338,358
Shares to the Other Creditors pursuant to the Other Creditors Settlement Agreements; and

(c) the Directors of the Company and each of them be and is hereby authorised to implement,
execute, perfect or give effect to complete and do all such acts and things (including executing all
such documents as may be required) as they or he may in their/his absolute discretion consider
necessary, desirable or expedient in the interests of the Company to complete the proposed
allotment and issuance and to give effect to this Ordinary Resolution 11.”

RESOLUTION 12 – THE PROPOSED ISSUANCE AND ALLOTMENT OF 400,000,000 NEW SHARES AT
S$0.01125 PER SHARE TO DR CHIRASAK CHIYACHANTANA PURSUANT TO THE PROPOSED
SUBSCRIPTION
The Chairman invited the shareholders to raise their queries on Resolution 13, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that, subject to and contingent upon the passing of Ordinary Resolution 13: –
(a) approval be and is hereby given for the issuance and allotment of 400,000,000 Shares
(“Subscription Shares”) at the subscription price of approximately S$0.01125 for each
Subscription Share to Dr Chirasak Chiyachantana (the “Subscriber”), subject to and otherwise in
accordance with the terms and conditions of the Subscription Agreement; and

(b) the Directors of the Company and each of them be and is hereby authorised to take such steps,
approve all matters, implement, execute, perfect or give effect to complete and do all such acts
and things (including to approve, modify, ratify, sign, seal, execute and deliver all such documents
as may be required) as they or he may in their/his absolute discretion consider necessary,
desirable or expedient in the interests of the Company to complete the proposed allotment and
issuance and/or to give effect to this Ordinary Resolution 12.”

RESOLUTION 13 – THE WHITEWASH RESOLUTION FOR WAIVER BY INDEPENDENT SHAREHOLDERS OF
THEIR RIGHTS TO RECEIVE A MANDATORY GENERAL OFFER FROM DR CHIRASAK CHIYACHANTANA AND
HIS CONCERT PARTIES
The Chairman invited the shareholders to raise their queries on Resolution 13, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that, subject to and contingent upon the passing of Ordinary Resolution 12: –

the conditions in the letter from the SIC dated 23 August 2019 being fulfilled, the Independent
Shareholders, do hereby unconditionally and irrevocably waive their rights to receive a general offer from
the Subscriber and its concert parties in accordance with Rule 14 of the Code, for all the Shares not already
owned by the Subscriber and its concert parties, as a result of the allotment and issue of 400,000,000
Subscription Shares to the Subscriber pursuant to the Proposed Subscription.”

RESOLUTION 14 – THE PROPOSED DIVERSIFICATION OF THE GROUP’S BUSINESS INTO THE F&B
BUSINESS

The Chairman invited the shareholders to raise their queries on Resolution 14, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) approval be and is hereby given for the Company to expand the Group’s business into the F&B
Business (the “Proposed Diversification”); and

(b) the Directors of the Company and each of them be and is hereby authorised to take such steps,
approve all matters, implement, execute, perfect or give effect to complete and do all such acts
and things (including to approve, modify, ratify, sign, seal, execute and deliver all such documents
as may be required) as they or he may in their/his absolute discretion consider necessary,
desirable or expedient in the interests of the Company to give effect to the Proposed
Diversification and/or this Ordinary Resolution 14.”

RESOLUTION 15 – THE PROPOSED CHANGE OF AUDITORS
The Chairman invited the shareholders to raise their queries on Resolution 15, if any.
There being no question from the shareholders, on a proposal by Mr Teo Moh Cong (Calvin Teo) which
was seconded by Ms Loo Sheau Ying, the following resolution was put to vote by way of a poll:
“Resolved that: –
(a) Messrs Foo Kon Tan LLP (“FKT”) having consented to act, be and are hereby appointed as Auditors
of the Company in place of Messrs Deloitte & Touche LLP, to hold office until the conclusion of
the next annual general meeting of the Company at a fee and on such terms as may be agreed by
the Directors of the Company with FKT; and
(b) the Directors of the Company and each of them be and is hereby authorised to take such steps,
approve all matters, implement, execute, perfect or give effect to complete and do all such acts
and things (including to approve, modify, ratify, sign, seal, execute and deliver all such documents
as may be required) as they or he may in their/his absolute discretion consider necessary, desirable or expedient in the interests of the Company to give effect to the Proposed Change of
Auditors and/or this Ordinary Resolution 15.”

The Meeting proceeded to conduct a poll on all the resolutions put to vote at the Meeting, Entrust
Advisory Pte Ltd was appointed as the scrutineer (the “Scrutineer”) and Tricor Evatthouse Corporate
Services was appointed as the polling agent.
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.

RESULTS OF VOTING

The Meeting resumed at 11:12 a.m. and the Chairman announced the results of the poll for the resolution as follows:

Resolution 1 – The Bond A Settlement Agreements and the proposed issuance and allotment of up to 81,610,035 new Shares to bond A Bondholders pursuant thereto
Those in favour: 153,778,427 votes (100%)
Those against:                     0 vote   (0%)
153,778,427 votes (100%)

As stated in the Circular dated 4 November 2019, any Shareholder who has an interest in the proposed
issuance of Settlement Shares pursuant to the Bond A Settlement Agreements, will abstain, and will
ensure that his Associates will abstain, from voting on Resolution 1.
Neither the Shareholder nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 1 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 2 – The KSH Bond B Settlement Agreement and the proposed issuance and allotment of up to 21,254,641 new Shares to KSH pursuant thereto
Those in favour: 104,560,676 votes (100%)
Those against:                     0 vote   (0%)
104,560,676 votes (100%)

As stated in the Circular dated 4 November 2019, both Kim Seng Holdings Pte Ltd and Mr Tan Fuh Gih will
abstain and have undertaken to ensure that their Associates will abstain, from voting on Resolution 2.
Neither Kim Seng Holdings Pte Ltd and Mr Tan Fuh Gih nor their respective Associates shall accept any
nominations as proxy or otherwise for voting at the EGM in respect of Resolution 2 unless specific
instructions have been given in the proxy instrument by the Shareholders appointing them on how they
wish their votes to be cast.

Resolution 3 – The JG Bond B Settlement Agreement and the proposed issuance and allotment of up to 2,125,463 new Shares to Mr John Grønbech pursuant thereto
Those in favour:   71,690,427 votes (100%)
Those against:                     0 vote   (0%)
  71,690,427 votes (100%)

As stated in the Circular dated 4 November 2019, Mr John Grønbech will abstain, and have undertaken to
ensure that his Associates will abstain, from voting on Resolution 3.
Neither Mr John Grønbech nor his respective Associates shall accept any nominations as proxy or
otherwise for voting at the EGM in respect of Resolution 3 unless specific instructions have been given in
the proxy instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 4 – The LHT Bond B Settlement Agreement and the proposed issuance and allotment of
up to 5,313,660 new Shares to Mr Lim How Teck pursuant thereto
Those in favour: 153,627,827 votes (100%)
Those against:                     0 vote   (0%)
153,627,827 votes (100%)

As stated in the Circular dated 4 November 2019, Mr Lim How Teck will abstain, and have undertaken to
ensure that his Associates will abstain, from voting on Resolution 4.
Neither Mr Lim How Teck nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 4 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 5 – The Other Bond B Settlement Agreements and the proposed issuance and allotment
of up to 13,815,514 new Shares to the Other Bond B Bondholders pursuant thereto
Those in favour: 152,495,927 votes (100%)
Those against:                     0 vote   (0%)
152,495,927 votes (100%)

As stated in the Circular dated 4 November 2019, any Shareholder who has an interest in the proposed
issuance of Settlement Shares pursuant to the Other Bond B Settlement Agreements, will abstain, and will
ensure that his Associates will abstain, from voting on Resolution 5.
Neither the Shareholder nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 5 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 6 – The TFG Creditors Settlement Agreement and the proposed issuance and allotment
of up to 2,228,951 new Shares to Mr Tan Fuh Gih pursuant thereto
Those in favour: 104,560,676 votes (100%)
Those against:                     0 vote   (0%)
104,560,676 votes (100%)

As stated in the Circular dated 4 November 2019, both Kim Seng Holdings Pte Ltd and Mr Tan Fuh Gih will
abstain and have undertaken to ensure that their Associates will abstain, from voting on Resolution 6.
Neither Kim Seng Holdings Pte Ltd and Mr Tan Fuh Gih nor their respective Associates shall accept any
nominations as proxy or otherwise for voting at the EGM in respect of Resolution 6 unless specific
instructions have been given in the proxy instrument by the Shareholders appointing them on how they
wish their votes to be cast.

Resolution 7 – The JG Creditors Settlement Agreement and the proposed issuance and allotment of
up to 14,093,699 new Shares to Mr John Grønbech pursuant thereto
Those in favour:   71,690,427 votes (100%)
Those against:                     0 vote   (0%)
  71,690,427 votes (100%)

As stated in the Circular dated 4 November 2019, Mr John Grønbech will abstain, and have undertaken to
ensure that his Associates will abstain, from voting on Resolution 7.
Neither Mr John Grønbech nor his respective Associates shall accept any nominations as proxy or
otherwise for voting at the EGM in respect of Resolution 7 unless specific instructions have been given in
the proxy instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 8 – The LHT Creditors Settlement Agreement and the proposed issuance and allotment
of up to 6,520,719 new Shares to Mr Lim How Teck pursuant thereto
Those in favour: 153,627,827 votes (100%)
Those against:                     0 vote   (0%)
153,627,827 votes (100%)

As stated in the Circular dated 4 November 2019, Mr Lim How Teck will abstain, and have undertaken to
ensure that his Associates will abstain, from voting on Resolution 8.
Neither Mr Lim How Teck nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 8 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 9 – The TLH Creditors Settlement Agreement and the proposed issuance and allotment
of up to 1,087,373 new Shares to Mr Teo Lek Hong pursuant thereto
Those in favour: 153,778,427 votes (100%)
Those against:                     0 vote   (0%)
153,778,427 votes (100%)

As stated in the Circular dated 4 November 2019, Mr Teo Lek Hong will abstain, and have undertaken to
ensure that his Associates will abstain, from voting on Resolution 9.
Neither Mr Teo Lek Hong nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 9 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 10 – The TKL Creditors Settlement Agreement and the proposed issuance and allotment of
up to 1,049,592 new Shares to Mr Tay Kee Liat pursuant thereto
Those in favour: 153,778,427 votes (100%)
Those against:                     0 vote   (0%)
153,778,427 votes (100%)

As stated in the Circular dated 4 November 2019, Mr Teo Kee Liat will abstain, and have undertaken to
ensure that his Associates will abstain, from voting on Resolution 10.
Neither Mr Teo Kee Liat nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 10 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 11 – The Other Creditors Settlement Agreements and the proposed issuance and
allotment of up to 32,338,358 new Shares to the Other Creditors pursuant thereto
Those in favour: 138,700,845 votes (100%)
Those against:                     0 vote   (0%)
    138,700,845 votes (100%)

As stated in the Circular dated 4 November 2019, any Shareholder who has an interest in the proposed issuance of Settlement Shares pursuant to the Other Creditors Settlement Agreements, will abstain, and
will ensure that his Associates will abstain, from voting on Resolution 11.
Neither the Shareholder nor his respective Associates shall accept any nominations as proxy or otherwise
for voting at the EGM in respect of Resolution 11 unless specific instructions have been given in the proxy
instrument by the Shareholders appointing them on how they wish their votes to be cast.

Resolution 12 – The proposed issuance and allotment of 400,000,000 new Shares at S$0.01125 per
share to Dr Chirasak Chiyachantana pursuant to the proposed subscription
Those in favour: 138,700,845 votes (100%)
Those against:                     0 vote   (0%)
138,700,845 votes (100%)

As stated in the Circular dated 4 November 2019, any Shareholder who has an interest will abstain and
will ensure that his Associates will abstain, from voting on Resolution 12.

Resolution 13 – The Whitewash Resolution for waiver by independent shareholders of their rights to
receive a mandatory general offer from Dr Chirasak Chiyachantana and his concert
parties
Those in favour: 138,700,845 votes (100%)
Those against:                     0 vote   (0%)
138,700,845 votes (100%)

As stated in the Circular dated 4 November 2019, any Shareholder who has an interest will abstain and
will ensure that his Associates will abstain, from voting on Resolution 13.

Resolution 14 – The proposed diversification of the Group’s business into the F&B Business
Those in favour: 153,778,427 votes (100%)
Those against:                     0 vote   (0%)
153,778,427 votes (100%)
Resolution 15 – The proposed change of Auditors
Those in favour: 153,778,427 votes (100%)
Those against:                     0 vote   (0%)
153,778,427 votes (100%)

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 Chairman declared the meeting closed at 11:17 a.m..
Confirmed as a true and accurate record of the proceedings

[signed]

Lim How Teck

Chairman of the Meeting