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IFBH Limited — Proxy Solicitation & Information Statement 2026
Mar 27, 2026
51004_rns_2026-03-27_67e12db1-4656-4ebc-b005-8beb981686bd.pdf
Proxy Solicitation & Information Statement
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ifb
IFBH Limited
(Incorporated in the Republic of Singapore with limited liability)
Company registration number: 202407593W
(Stock Code: 6603)
| Number of shares to which this form of proxy relates(Note 1) | |
|---|---|
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 29 APRIL 2026
I/We(Note 2)
of
being the registered holder(s) of shares in the issued share capital of IFBH Limited (the "Company") hereby appoint the Chairman of the meeting(Note 3) or
of
(Email address(Note 2)):
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (the "AGM") of the Company to be held at Straits Room, The Fullerton Hotel, 1 Fullerton Square, Singapore 049178 and by means of electronic facilities on Wednesday, 29 April 2026 at 3.00 p.m., (and at any adjournment thereof).
Please tick (✓) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).
| ORDINARY RESOLUTIONS | FOR | AGAINST | |
|---|---|---|---|
| 1. | To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended 31 December 2025 and the Directors' Statement and the Auditor's Report thereon. | ||
| 2. | To declare a final tax exempt (one-tier) dividend of US$0.026 per share in respect of the financial year ended 31 December 2025. | ||
| 3. | To approve and ratify the payment of Directors' fees of US$88,341 (S$113,750) for the financial year ended 31 December 2025. | ||
| 4. | To approve Directors' fees of S$210,000 for the financial year ending 31 December 2026, payable quarterly in advance (31 December 2025: S$113,750). | ||
| 5(a). | To re-elect Mr. Pongsakorn Pongsak, retiring by rotation pursuant to Regulation 100 of the Company's Constitution and who, being eligible, offer himself for re-election as an executive director of the Company. | ||
| 5(b). | To re-elect Mr. Tawat Kitkungvan, retiring by rotation pursuant to Regulation 100 of the Company's Constitution and who, being eligible, offer himself for re-election as a non-executive director of the Company. | ||
| 5(c). | To re-elect Ms. Supansa Kusonpattana Piriyaporn, retiring by rotation pursuant to Regulation 100 of the Company's Constitution and who, being eligible, offer herself for re-election as an independent non-executive director of the Company. | ||
| 6. | To re-appoint Ernst & Young LLP as auditors of the Company and to authorise the Board to fix their remuneration. | ||
| 7. | To give a general mandate to the directors of the Company to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution. | ||
| 8. | To give a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution. | ||
| 9. | To extend the general mandate granted to the directors to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares repurchased by the Company. | ||
| 10. | To give a general mandate to the directors of the Company to offer and grant awards and to allot and issue shares pursuant to the awards granted under the Post-IPO Share Incentive Scheme. | ||
| SPECIAL RESOLUTION | FOR | AGAINST | |
| 11. | To approve the proposed amendments to the existing Constitution of the Company and the adoption of the Constitution of the Company. |
Date: 2026
Signature(s) (Note 5)
or Common Seal
of Corporate Member
Notes:
-
Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS. Please provide a valid email address of the proxy (except when the chairman of the Annual General Meeting is appointed) for the proxy to receive the login details to participate online via the electronic facilities.
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If any proxy other than the Chairman of the meeting is preferred, strike out the words "the Chairman of the meeting or" herein and insert the name and address of the proxy desired in the space provided. Any member of the Company (who is not a clearing house or its nominee(s)) is entitled to appoint not more than two proxies to attend and vote instead of him. Any member of the Company (who is a clearing house or its nominee(s) (including the depository)) is entitled to appoint more than one proxy to attend and vote instead of him, but each proxy shall be appointed to exercise the rights attached to a different share or shares held by such member. A proxy need not be a member of the Company.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to tick the boxes will entitle your proxy to cast your votes at his or her discretion or abstain for the relevant resolutions. Your proxy will also be entitled to vote at his or her discretion or abstain on any other resolution properly put to the meeting other than that referred to in the notice convening the AGM.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be executed either under its common seal and signed by two directors or a director and a secretary of the corporation or under the hand of two directors or a director and a secretary of the corporation.
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A proxy need not be a member of the Company. A member may choose to appoint the Chairman of the meeting as his/her/its proxy.
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Where there are joint holders of any shares of the Company, any one of such persons may vote at the meeting either personally or by proxy (whether physically or by means of electronic facilities), or in the case of a corporation by a representative as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy (whether physically or by means of electronic facilities), that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 48 hours before the time appointed for holding the AGM (i.e. not later than 3:00 p.m., on Monday, 27 April 2026) or the adjourned meeting (as the case may be).
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Completion and return of this form of proxy will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged this form of proxy, it will be deemed to have been revoked.
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The Company shall be entitled to reject an instrument appointing a proxy(ies) 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 instrument appointing a proxy(ies) (including any related attachment).
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.