AI assistant
AUTAGCO LTD. — AGM Information 2026
Jan 12, 2026
67122_rns_2026-01-12_7b8e164b-1810-4edc-9584-8d6933aaac25.pdf
AGM Information
Open in viewerOpens in your device viewer
==> picture [89 x 50] intentionally omitted <==
AUTAGCO LTD.
(Company Registration Number 200311348E)
(Incorporated in the Republic of Singapore)
N OTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Autagco Ltd. (“ Company ”) will be held at 114 Lavender Street, #05-56 (lift lobby 3), CT Hub 2, Singapore 338729 on Wednesday, 28 January 2026 at 10:30 a.m. for the purpose of considering and, if thought fi t, passing with or without modifi cations the following resolutions:
AS ORDINARY BUSINESS
-
To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the fi nancial year ended 31 July 2025 together with the Auditors’ Report thereon. (Resolution 1)
-
To approve Directors’ fees of S$125,000 for the fi nancial year ending 31 July 2026. (2025: S$117,000)
-
(Resolution 2)
-
To re-elect the following Directors who are retiring pursuant to the Constitution of the Company:
Regulation 107 Mr. Ng Boon Hui (Resolution 3) Mr. Loke Pak Hoe, Patrick (Resolution 4) Regulation 117 Ms. Tay Lee Sie Fiona (Resolution 5) Mr. Soh Chun Bin (Resolution 6) Mr. Seah Kah Boon, Desmond (Resolution 7) [See Explanatory Note (i)]
-
To re–appoint Messrs Grant Thornton Audit LLP, as auditor of the Company and to authorise the Directors of the Company to fi x its remuneration. (Resolution 8)
-
To transact any other ordinary business which may be properly transacted at an AGM.
AS SPECIAL BUSINESS
amendments):
6. Authority to allot and issue shares in the capital of the Company
That pursuant to Section 161 of the Companies Act 1967 of Singapore (“ Companies Act ”) and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (“ Catalist Rules ”), the Directors of the Company be authorised and empowered to:
-
(a) (i) allot and issue shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or
-
(ii) 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) options, 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 of the Company may in their absolute discretion deem fi t; and
- (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,
provided that:
-
(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution 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), of which the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to existing shareholders of the Company 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 calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of issued Shares shall be based on the number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
-
(a) new Shares arising from the conversion or exercise of convertible securities;
-
(b) new Shares arising from exercising share options or vesting of share awards, provided that such share awards or share options (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
-
(c) any subsequent bonus issue, consolidation or subdivision of Shares.
Adjustments in accordance with sub-paragraph (2)(a) or sub-paragraph (2)(b) above 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 provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and the Constitution of the Company for the time being in force; and
-
(4) unless revoked or varied by the Company in a general meeting, such 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 to be held, whichever is earlier.
[See Explanatory Note (ii)] (Resolution 9)
7. Authority to issue Shares under Autagco Employee Share Option Scheme 2021
That pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to off er and grant options under Autagco Employee Share Option Scheme 2021 (“ ESOS 2021 ”) and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of options granted by the Company under the ESOS 2021, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of Shares to be allotted and issued pursuant to the ESOS 2021, the PSP 2021 (as defi ned below) and such other share-based incentive scheme collectively shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, 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 to be held, whichever is earlier.
[See Explanatory Notes (iii)]
(Resolution 10)
8. Authority to issue Shares under the Autagco Performance Share Plan 2021
That pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to off er and grant awards pursuant to the Autagco Performance Share Plan 2021 (“ PSP 2021 ”) and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the vesting of awards under the PSP 2021, provided always that the aggregate number of Shares to be allotted and issued pursuant to the ESOS 2021, the PSP 2021 and such other share-based incentive scheme collectively shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, 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 to be held, whichever is earlier.
[See Explanatory Notes (iv)]
(Resolution 11)
By Order of the Board
Ng Boon Hui Executive Chairman and Chief Executive Offi cer 13 January 2026
Explanatory Notes:
-
(i)
-
Mr. Loke Pak Hoe, Patrick will, upon re-election as Director, remain as the Executive Director and Head of Corporate Development.
Ms. Tay Lee Sie Fiona will, upon re-election as a Director, remain as the Independent Director, the Chairman of Audit Committee (“ AC ”) and a member of Nominating and Remuneration Committee (“ NRC ”).
Mr. Soh Chun Bin will, upon re-election as a Director, remain as the Lead Independent Director and a member of AC and NRC.
Mr. Seah Kah Boon, Desmond will, upon re-election as a Director, remain as the Non-Executive Non-Independent Director and a member of the AC.
Further detailed information on Mr. Ng Boon Hui, Mr. Loke Pak Hoe, Patrick, Ms. Tay Lee Sie Fiona, Mr. Soh Chun Bin and Mr. Seah Kah Boon, Desmond can be found in the sections titled “Board of Directors”, “Corporate Governance Report” and “Additional Information on Directors Seeking Re-election” of the Annual Report 2025.
- (ii) Resolution 9 above, if passed, will empower the Directors of the Company from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro rata basis to shareholders of the Company.
For determining the aggregate number of Shares that may be issued, the percentage of issued Shares in the capital of the Company will be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Resolution is passed after adjusting for new Shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Resolution is passed and any subsequent consolidation or subdivision of Shares.
(iii) Resolution 10 above, if passed, will empower the Directors of the Company from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares pursuant to the exercise of options granted or to be granted under the ESOS 2021 and such other share-based incentive scheme or share plan up to a number not exceeding in aggregate, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
- (iv) Resolution 11 above, if passed, will empower the Directors of the Company, from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares pursuant to the vesting of awards granted or to be granted under the PSP 2021 and such other share-based incentive scheme or share plan, up to a number not exceeding in aggregate, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
Notes:
-
(a) The shareholders of the Company are invited to attend physically only at the AGM. This Notice of AGM, Proxy Form, the Request Form (to request for printed copy of the Annual Report) and the Annual Report will be made available to shareholders by electronic means via publication on the Company’s corporate website at the URL: https://www.autagco.com.sg/ and on the SGXNet at the URL: https://www.sgx.com/securities/company-announcements. Printed copies of this Notice of AGM, Proxy Form and the Request Form will also be sent by post to shareholders. Shareholders who wish to receive a printed copy of the Annual Report are required to complete the Request Form and return it to the Company by 20 January 2026:
-
(i) via email to [email protected]; or
-
(ii) via post to the Company’s registered address at 36 Robinson Road, #20-01, City House, Singapore 068877.
-
(b) 181(6) of the Companies Act is entitled to appoint more than 2 proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a diff erent Share or Shares held by such shareholder. Where such shareholder appoints more than 1 proxy, the number and class of Shares in relation to which each proxy has been appointed shall be specifi ed in the instrument of proxy.
-
(c) Central Provident Fund (“ CPF ”) Investment Scheme (“ CPFIS ”) investors (“ CPFIS Investors ”) and Supplementary Retirement Scheme (“ SRS ”) investors (“ SRS Investors ”) who hold the Company’s shares through CPF Agent Banks and/or SRS operators:
-
(i) may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks and/or SRS Operators (as the case may be), and should approach their respective CPF Agent Banks and/or SRS Operators (as the case may be) if they have any queries regarding their appointment as proxies; or
-
(ii) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM,
in which case, they should approach their respective CPF Agent Banks and/or SRS Operators (as the case may be) to submit their voting instructions at least 7 working days before the AGM (i.e. by 16 January 2026) in order to allow suffi cient time for their respective CPF Agent Banks and/or SRS Operators to in turn submit a Proxy Form to vote on their behalf by the cut-off date by 10:30 a.m. on 25 January 2026 (being not less than 72 hours before the time appointed for holding the AGM).
-
(d) Shareholders, including CPFIS Investors and SRS Investors, and (where applicable) duly appointed proxies can attend the AGM in person. To do so, they will need to register in person at the registration counter(s) outside the AGM venue on the date of the AGM. Shareholders must bring along their NRIC/passport so as to enable the Company to verify their identity. Shareholders are requested to arrive early to facilitate the registration process and are advised not to attend the AGM if they are feeling unwell.
-
(e) Substantial and relevant questions related to the agenda of the AGM may be submitted in advance in the following manner:
-
(i) via email to [email protected]; or
-
(ii) via post to the Company’s registered address at 36 Robinson Road, #20-01, City House, Singapore 068877
in either case, by 10:30 a.m. on 20 January 2026 for the purposes of the AGM.
-
(i) full name;
-
(ii) NRIC/passport/company registration number;
-
(iii) current address;
-
(iv) contact number; and
-
(v) number of Shares held and the manner in which you hold Shares in the Company (e.g. via CDP, CPF or SRS).
-
(f) Shareholders are encouraged to submit their questions on or before 10:30 a.m. on 20 January 2026, as this will allow the Company suffi cient time to address and respond to these questions on or before 23 January 2026 (not less than 48 hours prior to the closing date and time for the lodgement of the proxy forms). The responses will be published on SGXNet and the Company’s corporate website. Where substantial and relevant questions submitted by shareholders are unable to be addressed prior to the AGM, including any questions received by the Company after 10:30 a.m. on 20 January 2026, the Company will address them during the AGM. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.
-
(g) The Directors will endeavour to address as many substantial and relevant questions as possible during the AGM. However, shareholders should note that there may not be suffi cient time available at the AGM to address all questions raised. Please note that individual responses will not be sent to shareholders. The minutes of the AGM (including the responses to the questions which are addressed during the AGM, if any) will be published on the SGXNet and the Company’s website within 1 month after the date of the AGM.
-
(h) Shareholders who wish to exercise their voting rights at the AGM may:
-
(i) (where such shareholders are individuals) attend and vote at the AGM or (where such shareholders are individuals or corporates) appoint proxies (other than the Chairman of the AGM) to attend and vote at the AGM on their behalf; or
-
(ii) (where such shareholders are individuals or corporates) appoint the Chairman of the AGM as their proxy to vote on their behalf at the AGM.
-
(i) Persons who hold Shares of the Company through Relevant Intermediaries, including CPFIS Investors and SRS Investors, can also submit their questions related to the resolutions to be tabled for approval at the AGM based on the abovementioned instructions.
-
(j) Except for a shareholder who is a Relevant Intermediary, a shareholder of the Company entitled to attend, speak and vote at the AGM is entitled to appoint not more than 2 proxies to attend, speak and vote in his stead. Where such shareholder appoints more than 1 proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the Proxy Form.
-
(k) A proxy need not be a shareholder of the Company.
-
(l) A corporation which is a shareholder of the Company may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the AGM, in accordance with its Constitution and Section 179 of the Companies Act.
-
(m) The instrument appointing the proxy(ies) must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing the proxy(ies) is executed by a corporation, it must be executed under seal or the hand of its duly authorised offi cer or attorney. Where the instrument appointing a proxy(ies) is signed on behalf of the appointor by an attorney, the letter or power of attorney (or other authority) or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
-
(n) The instrument appointing the proxy(ies), together with the power of attorney or other authority (if any) under which it is signed, or notarially certifi ed copy thereof, must be deposited in the following manner:
-
(i) via email to [email protected]; or
-
(ii) via post to the Company’s registered address at 36 Robinson Road, #20-01, City House, Singapore 068877,
in either case, by 10:30 a.m. on 25 January 2026, being not less than 72 hours before the time appointed for holding the AGM. The completion and return of the Proxy Form by a shareholder shall not preclude him from attending, speaking and voting at the AGM in place of his proxy should he subsequently wish to do so.
-
(o) The Company shall be entitled to reject the instrument appointing the proxy(ies) if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed in the instrument appointing the proxy(ies) (such as in the case where the appointor submits more than one instrument of proxy).
-
(p) A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time appointed for holding the AGM in order for the Depositor to be entitled to attend, speak and vote at the AGM.
Personal Data Privacy:
By (a) attending, speaking or voting at the AGM and/or adjournment thereof; (b) submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof; or (c) submitting any questions prior to, or at, the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM of the Company (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines and (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
This Notice has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “ Sponsor ”). This Notice has not been examined or approved by the Singapore Exchange Securities Trading Limited (“ 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 Ms. Lim Qi Fang (Tel: (65) 6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.