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.

FIGTREE HOLDINGS LIMITED AGM Information 2025

May 27, 2025

67710_rns_2025-05-27_dac570c0-738a-4f5f-8fab-6498720f4fb6.pdf

AGM Information

Open in viewer

Opens in your device viewer

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