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FIGTREE HOLDINGS LIMITED — AGM Information 2025
May 27, 2025
67710_rns_2025-05-27_dac570c0-738a-4f5f-8fab-6498720f4fb6.pdf
AGM Information
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FIGTREE HOLDINGS LIMITED
(Company Registration No. 201315211G)
(Incorporated in the Republic of Singapore)
Minutes of the Annual General Meeting (the “AGM” or “Meeting”) of Figtree Holdings Limited (the “Company” or “Figtree”) held at 8 Jalan Kilang Barat, #03-09 Central Link, Singapore 159351 on Monday, 30 April 2025 at 2.30p.m.
| PRESENT | ||
|---|---|---|
| Directors | : | Mr Sho Kian Hin (Non-Executive Independent Chairman and Chairman |
| of AGM) | ||
| Mr Siaw Ken Ket @ Danny Siaw (Managing Director) | ||
| Mr Tan Chew Joo (Executive Director & Cost Director) | ||
| Ms Yap Siew Ling (Non-Executive Independent Director) | ||
| Mr Francis Lee Fook Wah (Non-Executive Director) | ||
| Shareholders | : | As per attendance list |
| Proxy | : | As per attendance list |
| In-attendance | : | As per attendance list |
| CHAIRMAN |
Mr Sho Kian Hin (“Mr Sho KH” or the “Chairman of the Meeting”), Chairman of the Board of Directors welcomed all present at the AGM.
QUORUM
As the requisite quorum was present, the Chairman of the Meeting called the Meeting to order at 2.30 p.m.
NOTICE OF MEETING
As the notice of the meeting dated 15 April 2025 (“Notice of AGM”) had been published on SGXNet and the Company’s corporate website, the Notice of AGM was taken as read.
Mr Sho KH then introduced the Directors of the Company, who were presented at the AGM, to the shareholders. The representatives of the Company’s auditors, sponsor, scrutineer, polling agent and company secretary were also present and attended the AGM.
At this point, and with the concurrence of the shareholders and the Board, the Chairman of the Meeting invited Mr Danny Siaw, the Managing Director of the Company to continue with the Meeting proceedings.
POLL VOTING
Mr Danny Siaw informed that the Company has appointed Tricor Singapore Pte. Ltd. as polling agent and Entrust Advisory Pte. Ltd. as scrutineers for the poll voting of the Meeting. The proxy forms received by the Company via post and email by the cut-off time have been checked and validated.
Mr Danny Siaw then invited the representative of the scrutineers to explain the procedure for conducting a poll.
Mr Danny Siaw informed that, Mr Sho KH, in his capacity as Chairman of the Meeting, has been appointed as proxy by some shareholders and that he had voted in accordance with their instructions. All proposed resolutions tabled at this Meeting would be voted by way of poll.
The results of the vote counting would be announced at the end of the Meeting.
Figtree Holdings Limited Minutes of Annual General Meeting held on 30 April 2025 Page 2 of 5
QUESTION FROM SHAREHOLDERS
Mr Danny Siaw informed that the Company had not received any questions from the shareholders prior to the Meeting.
Mr Danny Siaw then proceeded with the agenda of the Meeting.
ORDINARY BUSINESS
RESOLUTION 1 - ADOPTION OF DIRECTORS’ STATEMENT AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 TOGETHER WITH THE INDEPENDENT AUDITOR’S REPORT THEREON
The Meeting proceeded to Resolution 1 which was to receive and adopt the Audited Financial Statements of the Company for the financial year ended 31 December 2024 (“the Audited Financial Statements”) and the Directors’ Statements and Independent Auditor’s Report thereon.
Ms Audrea Ling (shareholder) proposed and Ms Yip Yoke San (shareholder) seconded the motion.
Mr Danny Siaw then invited the shareholders present to ask any questions they may have on the Audited Financial Statements. There being no questions, the Meeting proceeded to Resolution 2.
As Mr Danny Siaw would be retiring as a Director in the next item on the agenda, he invited Mr Sho KH to chair the proceedings of the Meeting.
RESOLUTION 2 – RE-ELECTION OF MR SIAW KEN KET @ DANNY SIAW PURSUANT TO REGULATION 98 OF THE COMPANY’S CONSTITUTION
Mr Danny Siaw retired pursuant to Regulation 98 of the Company’s Constitution. Mr Danny Siaw being eligible had offered himself for re-election.
Mr Sho KH informed the shareholders that upon re-election, Mr Danny Siaw would remain as the Executive Director and Managing Director of the Company and a member of the Nominating Committee.
Ms Yip Yoke San (shareholder) proposed and Ms Audrea Ling (shareholder) seconded the motion.
Mr Sho KH handed back the chairmanship to Mr Danny Siaw to continue with the remaining agenda items.
RESOLUTION 3 – RE-ELECTION OF MR SHO KIAN HIN PURSUANT TO REGULATION 102 OF THE COMPANY’S CONSTITUTION
Mr Sho KH retired pursuant to Regulation 102 of the Company’s Constitution. Mr Sho KH being eligible had offered himself for re-election.
Mr Danny Siaw informed the shareholders that upon re-election, Mr Sho KH would remain as the NonExecutive Independent Chairman, Chairman of the Audit Committee and Nominating Committee and a member of the Remuneration Committee.
Ms Audrea Ling (shareholder) proposed and Ms Yip Yoke San (shareholder) seconded the motion.
RESOLUTION 4 – RE-ELECTION OF MS YAP SIEW LING PURSUANT TO REGULATION 102 OF THE COMPANY’S CONSITUTION
Ms Yap Siew Ling retired pursuant to Regulation 102 of the Company’s Constitution. Ms Yap Siew Ling being eligible had offered herself for re-election.
Figtree Holdings Limited Minutes of Annual General Meeting held on 30 April 2025 Page 3 of 5
Mr Danny Siaw informed the shareholders that upon re-election, Ms Yap Siew Ling would remain as a NonExecutive Independent Director, Chairperson of the Remuneration Committee, and a member of Audit Committee and Nominating Committee.
Ms Yip Yoke San (shareholder) proposed and Ms Audrea Ling (shareholder) seconded the motion.
RESOLUTION 5 – APPROVAL OF DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
Mr Danny Siaw had recommended the payment of the Directors’ fees of S$221,311.48 for the financial year ended 31 December 2024 be approved.
Ms Audrea Ling (shareholder) proposed and Ms Yip Yoke San (shareholder) seconded the motion.
RESOLUTION 6 - RE-APPOINTMENT OF AUDITORS
Mr Danny Siaw proceeded to Resolution 6 which was to re-appoint Foo Kon Tan LLP (“FKT”) as the Company’s Auditors and to authorise the Directors to fix their remuneration.
Mr Danny Siaw informed shareholders that FKT has expressed their willingness to accept the re-appointment as auditors.
Ms Yip Yoke San (shareholder) proposed and Ms Audrea Ling (shareholder) seconded the motion.
ANY OTHER BUSINESS
There being no any other ordinary business received by the Company Secretary, Mr Danny Siaw moved on to the special business of the Meeting.
SPECIAL BUSINESS
RESOLUTION 7 - AUTHORITY TO ALLOT AND ISSUE SHARES
Resolution 7 was to seek shareholders’ approval for granting authority to the Directors to allot and issue shares in the capital of the Company pursuant to Section 161 of the Companies Act 1967 and subject to Rule 806 of the Catalist Rules.
The full text of the resolution was set out in the Notice of AGM dated 15 April 2025.
Ms Yip Yoke San (shareholder) proposed and Ms Audrea Ling (shareholder) seconded the motion.
There being no further business, Mr Danny Siaw requested shareholders to complete and sign the poll slips and hand them to the scrutineer.
(The Meeting paused for 10 minutes while the scrutineer collected, verified and counted the votes.)
Figtree Holdings Limited Minutes of Annual General Meeting held on 30 April 2025 Page 4 of 5
RESULT OF THE POLL
Upon completion of the verification and counting of the votes, the results of the poll were handed to the Chairman of the Meeting. Mr Danny Siaw, on behalf of the Company, then announced the results of the poll as follows:
| No. | Ordinary Resolutions and Details | Total number of shares represented 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 (%) |
||||
| Ordinary Business | |||||||
| 1. | Adoption of Directors’ Statement and the audited financial statements for the financial year ended 31 December 2024 together with the Independent Auditor’s Report thereon |
231,125,634 | 231,102,534 | 99.9900% | 23,100 | 0.0100% | |
| 2. | Re-election of Mr Danny Siawas a Director of the Company |
268,535,178 | 268,512,078 | 99.9914% | 23,100 | 0.0086% | |
| 3. | Re-election of Mr Sho Kian Hin as a Director of the Company |
268,535,178 | 268,512,078 | 99.9914% | 23,100 | 0.0086% | |
| 4. | Re-election of Ms Yap Siew Ling as a Director of the Company |
268,535,178 | 268,512,078 | 99.9914% | 23,100 | 0.0086% | |
| 5. | Approval of Directors’ Fees of S$221,311.48 for the financial year ended 31 December 2024 |
268,535,178 | 268,512,078 | 99.9914% | 23,100 | 0.0086% | |
| 6. | Re-appointment of Foo Kon Tan LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. |
268,535,178 | 268,512,078 | 99.9914% | 23,100 | 0.0086% | |
| Special Business | |||||||
| 7. | Authority for the Directors of the Company to allot and issue new shares |
246,035,178 | 246,012,078 | 99.9906% | 23,100 | 0.0094% |
Based on the results, Mr Danny Siaw, on behalf of the Chairman of the Meeting, declared all the resolutions carried.
Mr Danny Siaw handed the meeting back to the Chairman of the Meeting to continue with the Meeting proceedings.
Figtree Holdings Limited Minutes of Annual General Meeting held on 30 April 2025 Page 5 of 5
CONCLUSION
There being no other business to be transacted, Mr Sho KH thanked shareholders for their attendance at the AGM and declared the meeting ended at 2.48 p.m.
Confirmed as correct record by,
……………………………… Sho Kian Hin Chairman of the Meeting