Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ATTIKA GROUP LTD. AGM Information 2025

Apr 10, 2025

67595_rns_2025-04-10_36291f8a-6be6-43a2-98c1-5efff8553053.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [60 x 58] intentionally omitted <==

ATTIKA GROUP LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number: 202432308C)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“ EGM ”) of Attika Group Ltd. (the “ Company ”) will be held at 600 North Bridge Road, #05-01 Parkview Square, Singapore 188778 on Monday, 28 April 2025 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place), for the purposes of considering and, if thought fit, passing with or without amendments, the ordinary resolutions set out below.

All capitalised terms used in this Notice of EGM which are not defined herein shall have the meanings given to them in the circular to Shareholders dated 11 April 2025 (the “ Circular ”).

ORDINARY RESOLUTION 1: THE PROPOSED DIVERSIFICATION OF THE GROUP’S BUSINESS INTO THE PROPERTY BUSINESS, WHICH INCLUDES PROPERTY DEVELOPMENT AND PROPERTY INVESTMENT

That:

  • (a) approval be and is hereby given for the Proposed Diversification by the Group of its Existing Business to include the Property Business and any other activities necessary or desirable in connection therewith;

  • (b) approval be and is hereby given for the Company or the Group to form new subsidiaries, and companies, and/or strategic alliances and/or investment into joint ventures with third parties (including the entry into and/or execution of the necessary agreements for the aforesaid arrangements) to undertake the Property Business and any other activities necessary or desirable in connection therewith;

  • (c) the Company or the Group be and is hereby authorised to invest in, purchase or otherwise acquire or dispose of, from time to time any such assets, investments and shares or interests in any entity that is in the Property Business on such terms and conditions as the Directors deem fit, and such Directors be and are hereby authorised to take such steps and exercise such discretion and do all such acts or things as they deem desirable, necessary or expedient or give effect to such acquisition, disposal, purchase or investment; and

  • (d) the Directors (or any one of them) be and are hereby authorised to take such steps and do all such acts and things (including without limitation), to sign, seal, execute and deliver all such documents and deeds), and to exercise such discretion in relation to the Proposed Diversification as they or he may deem fit, with such modifications thereto (if any) as they or he may consider necessary, desirable or expedient, in order to give full effect to this resolution.

ORDINARY RESOLUTION 2: THE PROPOSED ADOPTION OF THE SHARE BUY-BACK MANDATE

That:

  • (a) for the purposes of Sections 76C and 76E of the Companies Act, the Directors be authorised to exercise all the powers of the Company to purchase or otherwise acquire from time to time Shares (whether by way of market purchases or off-market purchases on an equal access scheme) of up to a maximum of 5% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the passing of this Resolution at any price which the Directors may determine at their discretion, up to but not exceeding the Maximum Price (as defined below), and such purchases and acquisitions of the Shares may be by way of:

  • (i) Market Purchases (as defined below); and/or

  • (ii) off-market purchases (each an “ Off-Market Purchase(s) ”) effected otherwise than on the SGX-ST in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Companies Act,

1

and otherwise in accordance with all other provisions of the Companies Act and the Catalist Rules as may for the time being be applicable (the “ Share Buy-back Mandate ”);

  • (b) any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buy-back Mandate shall, at the discretion of the Directors, either be cancelled or held in treasury and dealt with in accordance with the Companies Act;

  • (c) unless varied or revoked by the Company at general meeting, the authority conferred on the Directors pursuant to the Share Buy-back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:

  • (i) the date on which the next AGM of the Company is held or is required by law to be held;

  • (ii) the date on which purchases and acquisitions of Shares pursuant to the Share Buy-back Mandate are carried out to the full extent mandated; or

  • (iii) the date on which the authority contained in the Share Buy-back Mandate is varied or revoked;

  • (d) for purposes of this Resolution:

Market Purchase(s) ” means on-market purchases, transacted on the SGX-ST through the SGX-ST trading system or as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose of the share buy-back, and

Maximum Price ” in relation to a Share to be purchased or acquired, means the purchase price (excluding applicable brokerage, stamp duties, commission, goods and services tax and other related expenses) not exceeding:

  • (i) in the case of a Market Purchase, 105% of the Average Closing Price; and

  • (ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price, where:

Average Closing Price ” means the average of the closing market prices of a Share over the last 5 market days, on which transactions in the Shares were recorded, before the day on which the Market Purchase was made, or as the case may be, the day of making of the offer for an Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant 5-day period and the day on which the purchases are made;

day of making of the offer ” means the day on which the Company makes an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an OffMarket Purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

market day ” means a day on which the SGX-ST is open for trading in securities, and

  • (e) any of the Directors be authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Resolution.

[See Explanatory note (a)]

By Order of the Board of Directors ATTIKA GROUP LTD.

Sim Yok Teng Yap Yoke Peng Joint Company Secretaries

Date: 11 April 2025

2

EXPLANATORY NOTE

  • (a) Ordinary Resolution 2, if passed, will empower the Directors of the Company, from the date of the EGM until the date the next AGM is to be held or is required by law to be held, the date on which the share buy-back is carried out to the full extent mandated, or the date on which the authority contained in the Share Buy-back Mandate is varied or revoked, whichever is the earliest, to make purchases or acquisitions (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) from time to time of up to 5% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at prices up to but not exceeding the Maximum Price. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buy-back Mandate are set out in greater detail in the Circular.

IMPORTANT INFORMATION:

  1. All Shareholders of the Company are invited to attend the EGM physically. There will be no option for Shareholders to participate virtually. Printed copies of the Notice of EGM, proxy form and request form will be despatched to Shareholders. These documents together with the Circular are available on the Company’s website at the URL: https://attikainterior.listedcompany.com/newsroom, and the SGXNet at the URL: https://www.sgx.com/securities/company-announcements.

  2. A Shareholder who wishes to request a printed copy of the Company’s Circular may do so by completing and returning the request form which is despatched to him, by Saturday 19 April 2025:

  3. (a) by post to the registered office of the Company at 2 Sims Close, #01-03/04 Gemini @ Sims, Singapore 387298; or

  4. (b) via email to the Company at [email protected] and/or [email protected].

Submission of written questions in advance of the EGM

  1. Shareholders who wish to submit substantial and relevant written questions relating to the resolutions as set out in this notice in advance of the EGM may do so in the following manner:

  2. (a) by post to the registered office of the Company at 2 Sims Close, #01-03/04 Gemini @ Sims, Singapore 387298; or

  3. (b) by email to the Company at [email protected] and/or [email protected],

in either case, all written questions must be submitted to the Company by 11.00 a.m. on Saturday, 19 April 2025.

When sending in questions to the Company, either by post or email, please also provide the following details: (a) full name; (b) correspondence address; and (c) the manner in which the Shares are held (e.g. via CDP, SRS and/or scrip).

Supplementary Retirement Scheme (“ SRS ”) investors should approach their SRS operators to submit their questions based on the abovementioned instructions.

  1. The Company will endeavour to address all substantial and relevant questions received from Shareholders prior to the EGM by publishing the responses to such questions on the Company’s website and the SGXNET by 22 April 2025. If substantial and relevant written questions are submitted after the abovementioned cut-off time, they will be addressed during the EGM. The Company’s responses to questions addressed during the EGM, or follow-up questions on substantial and relevant questions received prior to the EGM will be published on the SGXNET and the Company’s corporate website, together with the minutes of the EGM within 1 month after the date of the EGM. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

Submission of proxy form

  1. A Shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint not more than 2 proxies, to attend and vote on his behalf.

  2. Where a Shareholder appoints 2 proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100% of the shareholding and any second named proxy as an alternate to the first named.

  3. A Shareholder (who is a Relevant Intermediary) is entitled to appoint more than 2 proxies to attend and vote at the EGM. It shall specify in the proxy form the proportion of its shares (expressed as a percentage of the whole) to be represented by each proxy.

“Relevant intermediary” shall have the meaning ascribed to it in Section 181 of the Companies Act 1967.

  1. A proxy need not be a Shareholder of the Company. A Shareholder can appoint the Chairman of the EGM as his proxy, but this is not mandatory.

  2. The proxy form, duly executed, must be submitted to the Company in the following manner:

  3. (a) by post to the registered office of the Company’s Share Registrar, In.Corp Corporate Services Pte. Ltd., at 36 Robinson Road, #20-01 City House, Singapore 068877; or

  4. (b) by email to the Company at [email protected],

  5. in either case, by 11.00 a.m. on Friday, 25 April 2025 (being not less than 72 hours before the time appointed for holding the EGM).

  6. A Shareholder who wishes to submit a proxy form can use the printed copy of the proxy form which is despatched to him by post. Alternatively, he may download a copy of the proxy form from the SGXNET or the Company’s website.

  7. SRS investors who hold the Company’s shares through SRS operators:

3

  • (a) may vote at the EGM if they are appointed as proxies by their SRS operators and should approach them if they have any queries regarding their appointment as proxies; or

  • (b) must appoint the Chairman of the EGM as proxy to vote on their behalf at the EGM if they are not able to attend the EGM, in which case the relevant SRS Investors shall be precluded from attending the EGM. They should approach their respective SRS Operators to submit their votes at least 7 business days before the EGM (i.e. by 11.00 a.m. on Wednesday, 16 April 2025), in order to allow sufficient time for their SRS operators to in turn submit a proxy form to vote on their behalf by 11.00 a.m. on Friday, 25 April 2025 (being not less than 72 hours before the time appointed for holding the EGM).

  • The proxy form must be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, it must be executed either under its common seal or signed by its attorney or officer duly authorised.

  • The Company shall be entitled to reject a proxy form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the proxy form (such as in the case where the appointor submits more than 1 proxy form). In addition, in the case of Shares entered in the Depository Register, the Company may reject a proxy form if the Shareholder, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the EGM as certified by CDP to the Company.

  • The sending of a proxy form by a Shareholder does not preclude him from attending and voting in person at the EGM in place of his proxy if he finds that he is able to do so, in which case the appointment of the proxy shall be deemed to be revoked by such attendance.

PERSONAL DATA PRIVACY:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM of the Company and/or any adjournment thereof, a Shareholder of the Company (i) consents to the collection, use and disclosure of the Shareholder’s and its proxy(ies)’s or representative(s)’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes of meeting and other documents relating to the EGM of the Company (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”); and (ii) warrants that where the Shareholder discloses the personal data of the Shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the Shareholder has obtained the prior express consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes. Photographic, sound and/or video recordings of the EGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the EGM. Accordingly, the personal data of a Shareholder of the Company (such as his name, his presence at the EGM and any questions he may raise or motions he proposes/seconds) may be recorded by the Company for such purpose.

This Notice 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 Notice has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Notice, including the correctness of any of the statements or opinions made or reports contained in this Notice.

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.

4