AI assistant
MOOREAST HOLDINGS LTD. — AGM Information 2025
Apr 10, 2025
67183_rns_2025-04-09_2e629de9-19a0-4f7e-aa8a-5b30a83ee36d.pdf
AGM Information
Open in viewerOpens in your device viewer
MOOREAST HOLDINGS LTD. Registration No. 202120164D (Incorporated in Singapore) “ The Company ”
REQUEST FORM FOR PRINTED COPY OF ANNUAL REPORT AND APPENDIX
10 April 2025
Dear Shareholders,
We are pleased to enclose printed copies of the Notice of Annual General Meeting (“ Notice ”) and Proxy Form for the 4th Annual General Meeting to be held at 51 Shipyard Road Singapore 628139, on 25 April 2025 at 9.30 a.m.. In line with the Company’s sustainability strategy, we are implementing the use of electronic communications and sincerely hope that you will join our sustainability efforts and embrace electronic communications.
In this regard, the Annual Report for the financial year ended 31 December 2024 (“ AR FY2024 ”) and the Appendix dated 10 April 2025 in relation to the proposed adoption of share buyback mandate (“ Appendix ”) have been made available for download from the Company’s website at the URL: https://mooreast.com/investor-relations/annual-reports/ and SGX website at the URL: https://www.sgx.com/securities/company-announcements.
However, if you still wish to receive a printed copy of AR FY2024 and the Appendix, please complete the Request Form below and return it to the Company, no later than 17 April 2025.
By completing, signing and returning the Request Form to us, you agree and acknowledge that we and/or our service provider may collect, use and disclose your personal data, as contained in your submitted Request Form or which is otherwise collected from you (or your authorised representative(s)), for the purpose of processing and effecting your request.
Yours faithfully
Catherine Lim Siok Ching Company Secretary
REQUEST FORM
- To: Mooreast Holdings Ltd. 51 Shipyard Road Singapore 628139
Please send me a printed copy of the Annual Report for the financial year ended 31 December 2024 and Appendix.
Name of Shareholder : NRIC/Passport No. : (Last 4 characters) Mailing address : Number of shares held :
The manner in which you hold shares in the Company
: CDP Securities Account – – SRS Account Physical Scrip
Signature:
Date:
Note: This request is valid for the Annual Report for the financial year ended 31 December 2024 and Appendix only.
Affix Postage Stamp
MOOREAST HOLDINGS LTD.
51 Shipyard Road Singapore 628139
MOOREAST HOLDINGS LTD.
Registration No. 202120164D
(Incorporated in Singapore)
“ the Company ”
NOTICE IS HEREBY GIVEN that the 4th Annual General Meeting (“ AGM ”) of the Company will be convened and held at 51 Shipyard Road Singapore 628139 on Friday, 25 April 2025 at 9.30 a.m. to transact the following business:
ORDINARY BUSINESS
-
To receive and adopt the Directors’ Statement and Audited Financial Resolution 1 Statements of the Company for the financial year ended 31 December 2024 together with the Auditors’ Report thereon.
-
To re-elect the following Directors who retire by rotation in accordance with the Constitution of the Company and who, being eligible, offer themselves for re-election:
-
(a) Mr Sim Koon Lam [Regulation 94] Resolution 2 (b) Mr Ong Yong Loke Joseph [Regulation 94] Resolution 3
-
To approve the Directors’ fees of SGD124,000 for the financial year ending Resolution 4 31 December 2025.
-
To re-appoint Ernst & Young LLP as auditors of the Company and to authorise Resolution 5 the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without amendments:
5. Authority to allot and issue shares
Resolution 6
That pursuant to Section 161 of the Companies Act 1967 of Singapore (“ Companies Act ”) and Rule 806 of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) Listing Manual Section B: Rules of Catalist (“ Catalist Rules ”), authority be and is hereby given to the Directors of the Company to allot and issue shares and/or convertible securities in the capital of the Company (whether by way of rights, bonus or otherwise) 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 fit provided that:
- (i) the aggregate number of shares and/or convertible securities to be issued pursuant to this resolution must not be more than one hundred per cent (100%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of shares and/or convertible securities to be issued other than on a pro-rata basis to existing shareholders of the Company must not be more than fifty per cent (50%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company (as calculated in accordance with sub-paragraph (ii) below);
1
-
(ii) (subject to such manner of calculations 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 (i) above, the total number of issued shares excluding treasury shares and subsidiary holdings shall be based on the total number of issued shares excluding treasury shares and subsidiary holdings of the Company at the time this resolution is passed after adjusting for:
-
(a) new shares arising from the conversion or exercise of any convertible securities;
-
(b) new shares arising from exercising share options or vesting of share awards provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
-
(c) any subsequent bonus issue, consolidation or sub-division of shares.
Adjustments in accordance with sub-paragraphs (a) and (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;
-
(iii) 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), the Companies Act and the Company’s Constitution; and
-
(iv) unless revoked or varied by the Company in a general meeting, the 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 the earlier.
6. Grant awards and to allot and issue shares in accordance with Mooreast Resolution 7 Performance Share Plan
That pursuant to Section 161 of the Companies Act and the Catalist Rules, approval be and is hereby given to the Directors to:
-
(i) offer and grant awards in accordance with the provisions of the Mooreast Performance Share Plan (the “ Performance Share Plan ”); and
-
(ii) allot and issue from time to time such number of fully paid-up shares in the capital of the Company as may be required to be allotted and issued pursuant to the vesting of awards under the Performance Share Plan, provided always that the aggregate number of Shares issued and/or issuable pursuant to the Performance Share Plan, the Share Option Scheme (as defined below) and any other share based incentive schemes of the Company shall not exceed 15% of the total number of issued shares in the capital of the Company (excluding treasury shares and subsidiary holdings, if any) from time to time.
2
7. Grant options and to allot and issue shares in accordance with Mooreast Resolution 8 Share Option Scheme
That pursuant to Section 161 of the Companies Act and the Catalist Rules, approval be and is hereby given to the Directors of the Company to:
-
(i) offer and grant options in accordance with the provisions of the Mooreast Share Option Scheme (the “ Share Option Scheme ”); and
-
(ii) allot and issue from time to time such number of fully paid-up shares as may be required to be allotted and issued pursuant to the exercise of the options under the Share Option Scheme, provided always that the aggregate number of Shares issued and/or issuable pursuant to the Share Option Scheme, the Performance Share Plan and any other share based incentive schemes of the Company shall not exceed 15% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) from time to time.
-
Adoption of the Share Buyback Mandate
Resolution 9
That:
-
(i) for the purposes of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company (the “ Shares ”) not exceeding in aggregate the Maximum Holdings (as defined below), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as defined below), whether by way of:
-
(a) on-market purchases (the “ On-Market Purchases ”) effected on the SGX-ST, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
-
(b) off-market purchases (the “ Off-Market Purchases ”), if effected otherwise than on the SGX-ST, in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit which scheme(s) shall satisfy all the conditions prescribed by Companies Act,
and otherwise in accordance with all laws, regulations and the Catalist Rules as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Buyback Mandate ”);
-
(ii) unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this resolution relating to the Share Buyback Mandate and expiring on:
-
(a) the date on which the next AGM of the Company is held or required by law or the Constitution to be held;
-
(b) the date on which the authority contained in the Share Buyback Mandate is varied or revoked by Shareholders in a general meeting; or
-
(c) the date on which the purchase of Share are carried out to the full extent mandated,
3
whichever is the earliest;
- (iii) in this resolution relating to the Share Buyback Mandate:
“ Average Closing Price ” means the average of the closing market prices of the Shares over the last five (5) Market Days on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding the day of the On-Market Purchase or, as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant 5-day period and the day on which the purchase was made;
“ day of the making of the offer ” means the day on which the Company announces its intention to make an offer for the purchase of Shares from Shareholders, stating the purchase price (which will not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;
“ Market Day ” means a day on which the SGX-ST is open for trading of securities;
“ Maximum Holdings ” means that number of Shares representing not more than 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the resolution passed in relation to the Share Buyback Mandate; and
“ Maximum Price ” in relation to a Share to be purchased, means the maximum purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
- (a) in the case of an On-Market Purchase, 105% of the Average Closing Price of the Shares; and
- (b) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price of the Shares.
-
(iv) any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buyback Mandate shall, at the discretion of the Directors of the Company; either be cancelled or held in treasury and dealt with in accordance with the Companies Act; and
-
(v) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including without limitation, executing such documents as may be required) as they or he may consider desirable, expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution relating to the Share Buyback Mandate.
-
To transact any other business which may be properly transacted at an AGM of the Company.
BY ORDER OF THE BOARD
Catherine Lim Siok Ching Company Secretary
Date: 10 April 2025
4
EXPLANATORY NOTES
Resolution 3
Mr Ong Yong Loke Joseph shall, upon re-election as Director of the Company, remain as the Non-Executive Chairman and Lead Independent Director, Chairman of the Nominating Committee, a member of the Audit & Risk Committee and the Remuneration Committee and shall be considered independent for the purpose of Rule 704(7) of the Catalist Rules.
Resolution 6
Resolution 6 is to empower the Directors of the Company from the date of this AGM until the date of the next AGM, to allot and issue shares and convertible securities in the Company. The number of shares and convertible securities, which the Directors may allot and issue under this Resolution shall not exceed one hundred per cent (100%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) at the time of passing this Resolution. For allotment and issue of shares and convertible securities other than on a pro-rata basis to all shareholders of the Company, the aggregate number of shares and convertible securities to be allotted and issued shall not exceed fifty per cent (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any). This authority will, unless revoked or varied at a general meeting, expire at the next AGM, or by the date by which the next AGM is required by law to be held, whichever is earlier.
Resolution 7
Resolution 7 is to empower the Directors to grant awards and to allot and issue shares pursuant to the Performance Share Plan. The grant of awards under the Performance Share Plan will be made in accordance with the provisions of the Performance Share Plan. The aggregate number of shares which may be issued pursuant to the Performance Share Plan and the Share Option Scheme shall not exceed fifteen per cent (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) from time to time.
Resolution 8
Resolution 8 is to empower the Directors to offer and grant options, and to allot and issue shares pursuant to the Share Option Scheme. The grant of options under the Share Option Scheme will be made in accordance with the provisions of the Share Option Scheme. The aggregate number of shares which may be issued pursuant to the Performance Share Plan and Share Option Scheme shall not exceed fifteen per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) from time to time.
Resolution 9
Resolution 9, if passed, will empower the Directors of the Company to purchase or otherwise acquire its issued ordinary shares, on the terms and subject to the conditions set out in the resolution. The Company may use internal or external sources of funds to finance the purchase or acquisition of its ordinary shares. The amount of financing required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of ordinary shares purchased or acquired, the price at which such ordinary shares were purchased or acquired and whether the ordinary shares purchased or acquired are held in treasury or cancelled.
The financial effects of the purchase or acquisition of such ordinary shares by the Company pursuant to the proposed Share Buyback Mandate on the audited financial statements of the Company and the Company and its subsidiaries for the financial year ended 31 December 2024, based on certain assumptions, are set out in the Appendix dated 10 April 2025 (“ Appendix ”). Please refer to the Appendix for more details.
NOTES
-
The members of the Company are invited to attend the AGM physically. There will be no option for members to participate virtually. Printed copies of this Notice of AGM, Proxy Form and the Request Form for members to request for a printed copy of the Annual Report and Appendix (the “ Request Form ”) will be sent to members. Copies of the Annual Report and Appendix are available to members by electronic means via publication on the Company’s website at the URL https://mooreast.com/investor-relations/annual-reports/ and on the SGX website at the URL https://www.sgx.com/securities/company-announcements.
-
Members (including Supplementary Retirement Scheme investors (“ SRS Investors ”)) may participate in the AGM by:
-
(a) attending the AGM in person;
-
(b) raising questions at the AGM or submitting questions in advance of the AGM; and/or
-
(c) voting at the AGM (i) themselves personally; or (ii) through their duly appointed proxy(ies).
SRS Investors who wish to appoint the Chairman of the AGM (and not third-party proxy(ies)) as proxy should approach their respective SRS Operators to submit their votes by 9:30 a.m. on 15 April 2025, being seven (7) working days prior to the date of the AGM.
5
Please bring along your NRIC/passport so as to enable the Company to verify your identity. Members are requested to arrive early to facilitate the registration process and are advised not to attend the AGM if they are feeling unwell. Members are strongly encouraged to exercise social responsibility to rest at home and consider appoint a proxy(ies) to attend the AGM. We encourage members to mask up when attending the AGM.
- A member who is not a Relevant Intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote on his/her/its behalf at the AGM. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.
Where such member appoints two (2) proxies, the proportion of his shareholding to be represented by each proxy shall be specified. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire number of shares entered against his name in the Depository Register and any second named proxy as an alternate to the first named.
-
A member who is a Relevant Intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.
-
“ Relevant Intermediary ” has the meaning prescribed to it in Section 181 of the Companies Act:
-
(a) a banking corporation licensed under the Banking Act 1970 of Singapore, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
-
(b) a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 and who holds shares in that capacity; or
-
(c) Central Provident Fund Board established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with the subsidiary legislation.
-
A member can appoint the Chairman of the AGM as his/her/its proxy but this is not mandatory .
If a member wishes to appoint the Chairman of the AGM as proxy, such member (whether individual or corporate) must give specific instructions as to voting for, voting against, or abstentions from voting on, each resolution in the instrument appointing the Chairman of the AGM as proxy. If no specific direction as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.
-
The Proxy Form must be submitted to the Company in the following manner:
-
(a) if submitted by hand or by post, to the office of the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632; or
-
(b) if submitted electronically, be submitted via email to the Company’s Share Registrar at [email protected].
in either case, not less than 72 hours before the time appointed for holding the AGM (and any adjournment thereof), i.e. by 9:30 a.m. on 22 April 2025 .
A member who wishes to submit an instrument of proxy by (a) or (b) must complete and sign the Proxy Form , before submitting it by hand or by post to the address provided above, or before scanning and sending it by email to the email address provided above. Members are strongly encouraged to submit the completed proxy forms electronically by email.
If a proxy is to be appointed, the instrument appointing the proxy must be signed by the appointer on his/her/its attorney duly authorized in writing. Where the instrument appointing a proxy is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorized. The Proxy Form has been uploaded together with the Notice of AGM on SGXNet on the same day.
Where this instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the power of attorney or a notarially certified copy thereof (failing previous registration with the Company) must be lodged with this instrument of proxy, failing which this instrument of proxy may be treated as invalid.
The Company shall be entitled to reject a Proxy Form if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument (such as in the case where the appointor submits more than one instrument of proxy).
In the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies if such members are not shown to have shares entered against their names in the Depository Register as at 72 hours before the time fixed for holding the AGM as certified by The Central Depository (Pte) Limited to the Company.
6
7. Member’s Queries
Members may raise questions at the AGM or submit questions related to the resolutions to be tabled for approval at the AGM, in advance of the AGM, in the following manner by 9:30 a.m. on 17 April 2025 (the “ Cut-off Time ”):
-
(a) in hard copy by sending personally or by post and lodging the same at the office of the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632; or
-
(b) by email to Boardroom Corporate & Advisory Services Pte. Ltd. at [email protected]
For verification purpose, when submitting any questions by post or via email, members MUST provide the Company with their particulars (comprising full name (for individuals)/company name (for corporates), email address, contact number, NRIC/passport number/company registration number, shareholding type and number of shares held).
The Company will endeavour to address substantial and relevant questions (determined by the Company in its sole discretion) to the resolutions at the AGM and upload the Company’s responses on the SGX website. Members may also ask questions during the AGM.
The minutes of the AGM will be published on SGXNet within one (1) month after the date of the AGM.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) to attend, speak and vote at the AGM and/or any adjournment thereof, 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, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, “ 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.
7
This page has been intentionally left blank