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ATTIKA GROUP LTD. — AGM Information 2025
May 26, 2025
67595_rns_2025-05-26_f448ccfd-c089-4a5f-ae3e-40189ec9eaf4.pdf
AGM Information
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ATTIKA GROUP LTD. (Company Registration No. 202432308C)
(Incorporated in the Republic of Singapore)
MINUTES OF THE ANNUAL GENERAL MEETING (“AGM”) OF ATTIKA GROUP LTD. (THE “COMPANY”, AND TOGETHER WITH ITS SUBSIDIARY, THE “GROUP”) HELD AT 600 NORTH BRIDGE ROAD, #05-01 PARKVIEW SQUARE, SINGAPORE 188778 ON MONDAY, 28 APRIL 2025 AT 10.00 A.M. (THE “MEETING”)
PRESENT
| Board of Directors | ||
|---|---|---|
| Tan Buan Joo (“Mr Steven Tan”) | - | (Managing Director and Executive Chairman) |
| Tang Kim Foo | - | (Executive Director) |
| Ong Shen Chieh | - | (Lead Independent Director) |
| Toh Shih Hua | - | (Independent Director) |
| Sim Chee Siong | - | (Independent Director) |
| Shareholders and Invitees | - | As set out in the attendance records maintained by the |
| Company |
1. CHAIRMAN OF MEETING
Mr Steven Tan, the Managing Director and Executive Chairman of the Company, took the chair of the Meeting (the “ Chairman ”). The Chairman welcomed and thanked the shareholders of the Company (each a “ Shareholder ” and collectively, the “ Shareholders ”) for their attendance at the Meeting.
He introduced the Board members of the Company to the Shareholders.
2. QUORUM
Having ascertained that a quorum was present, the Chairman called the Meeting to order at 10.00 a.m.
3. NOTICE OF MEETING
The Notice of AGM dated 11 April 2025 (the “ Notice ”), having been despatched to Shareholders and made available on SGXNET and the Company’s website, was taken as read.
4. QUESTIONS FROM SHAREHOLDERS
The Chairman informed that the Company had not received any written questions from Shareholders in relation to the resolutions set out in the Notice prior to the Meeting.
The Chairman then invited Shareholders present at the Meeting to ask questions during the Question and Answer session. No questions were raised by Shareholders during the Meeting.
5. POLL VOTING
The Chairman informed Shareholders that in line with Rule 730A(2) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (the “ Catalist Rules ”), all motions tabled at the Meeting will be voted on by way of poll pursuant to Regulation 72(1) of the Company’s Constitution. All the proposed motions would require a simple majority of votes for them to be carried.
The Chairman further informed that he had been appointed as proxy by certain Shareholders to vote on their behalf in his capacity as the Chairman of the Meeting and would vote in accordance with such Shareholders’ instructions.
The Chairman directed that the poll on each resolution be conducted after all the resolutions had been formally proposed and seconded.
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 2
- ORDINARY 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 2024, TOGETHER WITH THE INDEPENDENT AUDITOR’S REPORT THEREON
The Chairman presented Ordinary Resolution 1 on the Notice, which 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 Independent Auditor’s Report thereon.
The Chairman put the following motion to the Meeting:
“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 Independent Auditor’s Report thereon, be received and adopted.”
The motion was duly proposed and seconded by two Shareholders, respectively.
7. ORDINARY RESOLUTION 2: DECLARATION OF A FINAL (TAX EXEMPT ONE-TIER) DIVIDEND OF 0.7353 SINGAPORE CENTS PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
The Chairman presented Ordinary Resolution 2 on the Notice, which was to seek Shareholders’ approval for the declaration of a final dividend for the financial year ended 31 December 2024. The Board recommended a final (tax exempt one-tier) dividend of 0.7353 Singapore cents per ordinary share for the financial year ended 31 December 2024.
The Chairman put the following motion to the Meeting:
“That the declaration of a final (tax exempt one-tier) dividend of 0.7353 Singapore cents per ordinary share for the financial year ended 31 December 2024, be approved.”
The motion was duly proposed and seconded by two Shareholders, respectively.
8. ORDINARY RESOLUTION 3: APPROVAL OF PAYMENT OF DIRECTORS’ FEES OF S$32,534 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
The Chairman presented Ordinary Resolution 3 on the Notice, which was to seek Shareholders’ approval for the payment of Directors’ fees for the financial year ended 31 December 2024. The Board recommended the payment of Directors’ fees of S$32,534 for the financial year ended 31 December 2024.
The Chairman put the following motion to the Meeting:
“That the payment of Directors’ fees of S$32,534 for the financial year ended 31 December 2024, be approved.”
The motion was duly proposed and seconded by two Shareholders, respectively.
9. ORDINARY RESOLUTION 4: APPROVAL OF PAYMENT OF DIRECTORS’ FEES OF S$122,000 FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2025, PAYABLE MONTHLY IN ARREARS
The Chairman presented Ordinary Resolution 4 on the Notice, which was to seek Shareholders’ approval for the payment of Directors’ fees for the financial year ending 31 December 2025. The Board recommended the payment of Directors’ fees of S$122,000 for the financial year ending 31 December 2025, payable monthly in arrears.
The Chairman put the following motion to the Meeting:
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 3
“That the payment of Directors’ fees of S$122,000 for the financial year ending 31 December 2025, payable monthly in arrears, be approved.”
The motion was duly proposed and seconded by two Shareholders, respectively.
10. ORDINARY RESOLUTION 5: RE-ELECTION OF MR TAN BUAN JOO AS DIRECTOR OF THE COMPANY
(As Ordinary Resolution 5 on the Notice was to seek Shareholders’ approval for the re-election of Mr Steven Tan, the Managing Director and Executive Chairman of the Company, who was retiring pursuant to Regulation 118 of the Company’s Constitution, Mr Steven Tan recused himself from the proceedings of the Meeting and requested Mr Tang Kim Foo, the Executive Director of the Company, to assist in conducting the proceedings of the Meeting for Ordinary Resolution 5.)
Mr Tang Kim Foo presented Ordinary Resolution 5 on the Notice, which was to seek Shareholders’ approval for the re-election of Mr Steven Tan, who was retiring pursuant to Regulation 118 of the Company’s Constitution. Mr Steven Tan had indicated his consent to act in the office.
Mr Steven Tan would upon re-election at this Meeting remain as the Managing Director and Executive Director of the Company.
Mr Tang Kim Foo put the following motion to the Meeting:
“That Mr Tan Buan Joo be re-elected as Director of the Company.”
The motion was duly proposed and seconded by two Shareholders, respectively.
11. ORDINARY RESOLUTION 6: RE-ELECTION OF MR TANG KIM FOO AS DIRECTOR OF THE COMPANY
The Chairman presented Ordinary Resolution 6 on the Notice, which was to seek Shareholders’ approval for the re-election of Mr Tang Kim Foo, who was retiring pursuant to Regulation 118 of the Company’s Constitution. Mr Tang Kim Foo had indicated his consent to act in the office.
Mr Tang Kim Foo would upon re-election at this Meeting remain as the Executive Director of the Company.
The Chairman put the following motion to the Meeting:
“That Mr Tang Kim Foo be re-elected as Director of the Company.”
The motion was duly proposed and seconded by two Shareholders, respectively.
12. ORDINARY RESOLUTION 7: RE-ELECTION OF MR ONG SHEN CHIEH AS DIRECTOR OF THE COMPANY
The Chairman presented Ordinary Resolution 7 on the Notice, which was to seek Shareholders’ approval for the re-election of Mr Ong Shen Chieh, who was retiring pursuant to Regulation 123 of the Company’s Constitution. Mr Ong Shen Chieh had indicated his consent to act in the office.
Mr Ong Shen Chieh would upon re-election at this Meeting remain as the Lead Independent Director, Chairman of the Remuneration Committee, member of the Audit Committee and member of the Nominating Committee of the Company. The Board considered Mr Ong Shen Chieh to be independent for the purposes of Rule 704(7) of the Catalist Rules.
The Chairman put the following motion to the Meeting:
“That Mr Ong Shen Chieh be re-elected as Director of the Company.”
The motion was duly proposed and seconded by two Shareholders, respectively.
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 4
13. ORDINARY RESOLUTION 8: RE-ELECTION OF MS TOH SHIH HUA AS DIRECTOR OF THE COMPANY
The Chairman presented Ordinary Resolution 8 on the Notice, which was to seek Shareholders’ approval for the re-election of Ms Toh Shih Hua, who was retiring pursuant to Regulation 123 of the Company’s Constitution. Ms Toh Shih Hua had indicated her consent to act in the office.
Ms Toh Shih Hua would upon re-election at this Meeting remain as the Independent Director, Chairman of the Audit Committee, member of the Nominating Committee and member of the Remuneration Committee of the Company. The Board considered Ms Toh Shih Hua to be independent for the purposes of Rule 704(7) of the Catalist Rules.
The Chairman put the following motion to the Meeting:
“That Ms Toh Shih Hua be re-elected as Director of the Company.”
The motion was duly proposed and seconded by two Shareholders, respectively.
14. ORDINARY RESOLUTION 9: RE-ELECTION OF MR SIM CHEE SIONG AS DIRECTOR OF THE COMPANY
The Chairman presented Ordinary Resolution 9 on the Notice, which was to seek Shareholders’ approval for the re-election of Mr Sim Chee Siong, who was retiring pursuant to Regulation 123 of the Company’s Constitution. Mr Sim Chee Siong had indicated his consent to act in the office.
Mr Sim Chee Siong would upon re-election in this Meeting remain as the Independent Director, Chairman of the Nominating Committee, member of the Audit Committee and member of the Remuneration Committee of the Company. The Board considered Mr Sim Chee Siong to be independent for the purposes of Rule 704(7) of the Catalist Rules.
The Chairman put the following motion to the Meeting:
“That Mr Sim Chee Siong be re-elected as Director of the Company.”
The motion was duly proposed and seconded by two Shareholders, respectively.
15. ORDINARY RESOLUTION 10: RE-APPOINTMENT OF MESSRS BAKER TILLY TFW LLP AS AUDITOR OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
The Chairman presented Ordinary Resolution 10 on the Notice, which was to seek Shareholders’ approval for the re-appointment of Messrs Baker Tilly TFW LLP as External Auditor of the Company and to authorise the Directors to fix their remuneration. Messrs Baker Tilly TFW LLP had expressed its willingness to accept re-appointment.
The Chairman put the following motion to the Meeting:
“That Messrs Baker Tilly TFW LLP be re-appointed as Auditor of the Company to hold office until the conclusion of the next AGM of the Company and the Directors be authorised to fix their remuneration.”
The motion was duly proposed and seconded by two Shareholders, respectively.
16. ORDINARY RESOLUTION 11: AUTHORITY TO ALLOT AND ISSUE SHARES
As there were no further items of ordinary business arising, the Chairman proceeded to deal with special business of the Meeting.
The Chairman presented Ordinary Resolution 11 on the Notice, which was to seek Shareholders’ approval to authorise the Directors to allot and issue shares or convertible securities of the Company pursuant to Section 161 of the Companies Act 1967 of Singapore and the Catalist Rules. With the consent of Shareholders, the proposed Ordinary Resolution 11 stated in the Notice was taken as read.
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 5
The Chairman put the following motion to the Meeting:
-
“That pursuant to Section 161 of the Companies Act 1967 of Singapore (the “ Companies Act ”), and Rule 806 of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”), authority be and is hereby given to the Directors of the Company to:
-
(a) (i) issue and allot new shares (“ Shares ”) in the capital of the Company 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) 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 may, in their absolute discretion, deem fit; and
- (b) (notwithstanding that this authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this authority was in force,
provided that:
-
(1) the aggregate number of Shares to be issued pursuant to this authority (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority), shall not exceed 100% 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), and provided further that where shareholders of the Company (“ Shareholders ”) are not given the opportunity to participate in the same on a pro-rata basis, then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority) 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);
-
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under subparagraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the issued Shares (excluding treasury shares and subsidiary holdings) at the time this authority was conferred, after adjusting for:
-
(a) new Shares arising from the conversion or exercise of any convertible securities;
-
(b) new Shares arising from the exercise of share options or the vesting of share awards; and
-
(c) any subsequent bonus issue, consolidation or sub-division of the Shares;
Adjustments in accordance with 2(a) or 2(b) are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution;
-
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution of the Company for the time being; and
-
(4) (unless revoked or varied by the Company in a general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law and the Catalist Rules to be held, whichever is earlier.”
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 6
The motion was duly proposed and seconded by two Shareholders, respectively.
17. POLL RESULTS
The Company had appointed In.Corp Corporate Services Pte. Ltd. as Polling Agent and Corporate BackOffice Pte. Ltd. as Scrutineer, for the Meeting. The Chairman invited the Scrutineer to brief the Shareholders on the poll voting process.
As all the motions on the resolutions to be considered at the Meeting had been duly proposed and seconded, the Shareholders proceeded to vote on the resolutions by poll. Shareholders handed the completed poll voting papers to the Polling Agent.
The Chairman adjourned the Meeting at 10.15 a.m. and proceeded to convene the Extraordinary General Meeting of the Company, held on the same day, while awaiting the Polling Agent to complete the counting of the votes.
The Chairman called the Meeting back to order, and the Meeting resumed at 10.25 a.m.
The Chairman announced the poll results as follows:
| Resolution number and details |
Total number of shares represente d by votes for and against the relevant resolution |
For | For | Against | Against | |
|---|---|---|---|---|---|---|
| Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
|||
| Resolution 1: 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 Independent Auditor’s Report thereon. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 2: To declare a final (tax exempt one- tier) dividend of 0.7353 Singapore cents per ordinary share for the financial year ended 31 December 2024. |
118,390,900 | 118,390,900 | 100 | 0 | 0 |
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 7
| Resolution number and details |
Total number of shares represente d by votes for and against the relevant resolution |
For | For | Against | Against | |
|---|---|---|---|---|---|---|
| Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
|||
| Resolution 3: To approve the payment of Directors’ fees of S$32,534 for the financial year ended 31 December 2024. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 4: To approve the payment of Directors’ fees of S$122,000 for the financial year ending 31 December 2025, to be paid monthly in arrears. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 5: To re-elect Mr Tan Buan Joo as Director of the Company. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 6: To re-elect Mr Tang Kim Foo as Director of the Company. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 7: To re-elect Mr Ong Shen Chieh as Director of the Company. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 8: To re-elect Ms Toh Shih Hua as Director of the Company. |
118,390,900 | 118,390,900 | 100 | 0 | 0 |
ATTIKA GROUP LTD. Minutes of Annual General Meeting held on 28 April 2025 Page 8
| Resolution number and details |
Total number of shares represente d by votes for and against the relevant resolution |
For | For | Against | Against | |
|---|---|---|---|---|---|---|
| Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
|||
| Resolution 9: To re-elect Mr Sim Chee Siong as Director of the Company. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 10: To re-appoint Messrs Baker Tilly TFW LLP as Auditor of the Company and to authorise the Directors to fix their remuneration. |
118,390,900 | 118,390,900 | 100 | 0 | 0 | |
| Resolution 11: Authority to allot and issue shares. |
118,390,900 | 118,390,900 | 100 | 0 | 0 |
Based on the poll results, the Chairman declared all the resolutions carried.
18. END OF MEETING
The Chairman declared the Meeting closed at 10.30 a.m. and thanked all present for attending the Meeting.
Signed as a correct record,
_______Steven Tan Chairman of the Meeting
This announcement has been reviewed by the Company's sponsor, RHB Bank Berhad (the " Sponsor ") in accordance with Rule 226(2)(b) of the Catalist Rules. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Alvin Soh, Head, Corporate Finance, RHB Bank Berhad, at 90 Cecil Street, #03-00 RHB Bank Building, Singapore 069531, Telephone: +65 6320 0627.