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POLLUX PROPERTIES LTD. — AGM Information 2025
May 20, 2025
67669_rns_2025-05-20_c2e34d96-8d9f-4009-a7d3-42cda923e73b.pdf
AGM Information
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POLLUX PROPERTIES LTD.
(Company Registration No. 199904729G)
(Incorporated in Singapore)
MINUTES OF ANNUAL GENERAL MEETING
The Annual General Meeting of Pollux Properties Ltd. (the “ Company ”) was held at:
PLACE : 20 Collyer Quay, #22-01 Singapore 049319 DATE : Wednesday, 30 April 2025 TIME : 10.15 a.m. PRESENT : As set out in the attendance records maintained by the Company. IN ATTENDANCE : As set out in the attendance records maintained by the Company. CHAIRMAN : Mr. Phua Cher Chew
QUORUM
The Chairman of the Annual General Meeting (the “ AGM ” or “ Meeting ”) sought the confirmation of the Company Secretary that a quorum was present and the Company Secretary confirmed that the quorum necessary for the AGM was present. Therefore, the Chairman declared the AGM open at 10.15 a.m.
INTRODUCTION
The Chairman introduced the Directors of the Company who attended the AGM virtually.
Mr. Brian Praneda (Independent Director)
Mr. Ivan Kanel (Independent Director)
The Chairman informed the Meeting that due to prior commitment, Mr. Nico Purnomo Po, the Executive Director and Chief Executive Officer, was unable to attend the AGM.
He also informed that the Company Secretary, Sponsor and external auditors of the Company were present at the AGM.
NOTICE OF AGM
With the consent of the shareholders of the Company (the “ Shareholders ”) present, the notice of the AGM dated 14 April 2025 (the “ Notice ”) convening the Meeting was taken as read.
POLLUX PROPERTIES LTD. Minutes of Annual General Meeting held on 30 April 2025
Page 2
VOTING BY POLL
The Chairman informed the Shareholders that all resolutions tabled at the AGM shall be voted by poll as required under the Listing Manual – Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) (the “ Catalist Rules ”).
The Chairman further informed the Shareholders that based on the information provided in the Notice, the Shareholders who wish to exercise their voting rights at the AGM may through submission of the instrument of appointing a proxy(ies) to vote, or vote in person at the AGM. Proxy forms lodged have been checked and found to be in order.
The Chairman informed the Shareholders that Septus Singapore Pte. Ltd. was appointed as the polling agent and Gong Corporate Services Pte. Ltd. was appointed as the scrutineer for the poll of the AGM.
Septus Singapore Pte. Ltd. played a video at the Meeting to show how the electronic polling was to be conducted for the AGM.
SUBMISSION OF QUESTIONS FOR THE AGM
The Chairman informed that based on the information provided in the Notice, the Shareholders and investors were able to submit substantial and relevant textual questions related to the resolutions to be tabled for approval for the AGM in advance of, or in person at the AGM. As at the cut-off date for submission of questions, i.e. 21 April 2025 at 10.00 a.m., the Company did not receive any questions relating to the resolutions to be tabled for approval at the AGM.
The Chairman then proceeded with the business of the Meeting.
ORDINARY BUSINESSES :
1. RESOLUTION 1: AUDITED FINANCIAL STATEMENTS AND DIRECTORS’ STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 AND THE INDEPENDENT AUDITORS’ REPORT THEREON
The Meeting proceeded to receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2024 together with the Independent Auditors’ Report thereon.
The Chairman invited Shareholders to raise any questions in relation to the resolution. There were no questions raised by the shareholders during the questions and answers session.
The Chairman proposed the following motion to be put to vote.
“That the Directors’ Statements and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2024 together with the Independent Auditors’ Report be and are hereby received and adopted.”
2. RESOLUTION 2: DIRECTORS’ FEES FOR FINANCIAL YEAR ENDED 31 DECEMBER 2024
The Board had recommended the payment of Directors’ fees of S$54,000 for the financial year ended 31 December 2024.
The Chairman invited Shareholders to raise any questions in relation to the resolution.
POLLUX PROPERTIES LTD. Minutes of Annual General Meeting held on 30 April 2025
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There being no questions from the Shareholders, the Chairman proposed the following motion to be put to vote.
“That the payment of the Directors’ fees of S$54,000 for the financial year ended 31 December 2024 be and is hereby approved.”
3. RESOLUTION 3: RE-ELECTION OF MR. IVAN KANEL AS A DIRECTOR
Resolution 3 is to re-elect Mr. Ivan Kanel (“ Mr. Ivan ”) as a Director of the Company pursuant to Regulation 88 of the Company’s Constitution.
Mr. Ivan, who was retiring as a Director of the Company pursuant to Regulation 88 of the Company’s Constitution, had signified his consent to continue in office.
The Chairman invited Shareholders to raise any questions in relation to the resolution.
There being no questions from the Shareholders, the Chairman proposed the following motion to be put to vote.
“That Mr. Ivan, who retired from office in accordance with Regulation 88 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.”
Mr. Ivan will, upon re-election as a Director of the Company, remain as the Independent Director, Chairman of the Audit Committee and Member of the Remuneration and Nominating Committee of the Company.
4. RESOLUTION 4: RE-ELECTION OF MR. BRIAN PRANEDA AS A DIRECTOR
Resolution 4 is to re-elect Mr. Brian Praneda (“ Mr. Brian ”) as a Director of the Company pursuant to Regulation 89 of the Company’s Constitution.
Mr. Brian, who was retiring as a Director of the Company pursuant to Regulation 89 of the Company’s Constitution, had signified his consent to continue in office.
The Chairman invited Shareholders to raise any questions in relation to the resolution.
There being no questions from the Shareholders, the Chairman proposed the following motion to be put to vote.
“That Mr. Brian, who retired from office in accordance with Regulation 89 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.”
Mr. Brian will, upon re-election as a Director of the Company, remain as the Independent Director, Chairman of the Remuneration and Nominating Committees and Member of the Audit Committee of the Company.
POLLUX PROPERTIES LTD. Minutes of Annual General Meeting held on 30 April 2025
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5. RESOLUTION 5: RE-APPOINTMENT OF MESSRS FOO KON TAN LLP AS AUDITORS AND TO AUTHORISE THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION
The Board has recommended to re-appoint Messrs Foo Kon Tan LLP as the auditors of the Company for the ensuing year and to authorise the Directors of the Company to fix their remuneration.
Messrs Foo Kon Tan LLP have expressed their willingness to continue in office.
The Chairman invited Shareholders to raise any questions in relation to the resolution.
There being no questions from the Shareholders, the Chairman proposed the following motion to be put to vote.
“That Messrs Foo Kon Tan LLP, who have expressed their willingness to continue in office, be and are hereby re-appointed as auditors of the Company until the conclusion of the next AGM at a fee to be agreed between the Directors and Messrs Foo Kon Tan LLP.”
ANY OTHER BUSINESS
As no notice of any other ordinary business to be transacted at the meeting had been received by the Company Secretary, the Meeting proceeded to deal with the special business outlined in the Notice convening the Meeting.
SPECIAL BUSINESSES:
6. RESOLUTION 6: AUTHORITY TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY PURSUANT TO SECTION 161 OF THE COMPANIES ACT 1967 AND RULE 806 OF THE CATALIST RULES
The Shareholders were informed that resolution 6 on the agenda is to authorise the Directors to allot and issue shares of the Company (the “ Shares ”) pursuant to Section 161 of the Companies Act 1967 (the “ Companies Act ”) and Rule 806 of the Catalist Rules.
The Chairman invited Shareholders to raise any questions in relation to the resolution.
There being no questions from the Shareholders, the Chairman proposed the following motion to be put to vote.
“That, pursuant to Section 161 of the Companies Act and Rule 806 of the Catalist Rules, authority be and is hereby given to the Directors to:
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(a) (i) allot and issue shares in the capital of the Company (the “ Shares ”) whether by way of rights, bonus or otherwise; and/or
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(ii) make or grant offers, agreements or options (collectively, “ 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; and/or
-
(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus, or other capitalisation issues, provided that the adjustments do not give the holder a benefit that a
POLLUX PROPERTIES LTD. Minutes of Annual General Meeting held on 30 April 2025
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shareholder does not receive, notwithstanding that such authority conferred by this resolution may have ceased to be in force,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and
- (b) issue Shares in pursuance of any Instrument made or granted by the Directors while this resolution was in force, notwithstanding that the authority granted by this resolution may have ceased to be in force at the time of such issuance of shares.
PROVIDED ALWAYS THAT:
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(1) save as may otherwise be permitted by the SGX-ST, the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued in pursuance of Instruments, made or granted pursuant to this Resolution) does not exceed 100% of the total number of issued Shares in the capital of the Company excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph 6(2) below), of which the aggregate number of Shares issued other than on a pro rata basis to shareholders of the Company shall not exceed 50% of the total number of issued Shares in the capital of the Company excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph 6(2) below);
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(2) (subject to such manner of calculation as may be prescribed by SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph 6(1) above, the percentage of issued Shares shall be based on the total number of issued Shares in the capital of the Company excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for:
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(i) new Shares arising from the conversion or exercise of any convertible securities;
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(ii) new Shares arising from exercising share options or vesting of share awards, provided that the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
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(iii) any subsequent bonus issue or consolidation or subdivision of shares,
and, in sub-paragraph 6(1) and sub-paragraph 6(2) above, “subsidiary holdings” has the meaning given to it in the Catalist Rules of the SGX-ST;
Adjustments in accordance with sub paragraphs 6(2)(i) and 6(2)(ii) 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 is passed;
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(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), the Companies Act and the Constitution for the time being of the Company; and
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(4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this resolution shall continue in force until the conclusion of the next AGM or the date by which the next AGM is required by law to be held, whichever is the earlier.
POLLUX PROPERTIES LTD. Minutes of Annual General Meeting held on 30 April 2025
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ADJOURNMENT OF AGM AND CONDUCT OF POLL
The Chairman informed the Shareholders that all the motions for the AGM have been put forth for voting. Thereafter, the Chairman invited Shareholders to cast their votes. He then informed the Shareholders that the polling agent and scrutineer would proceed to count and verify the votes cast on the resolutions. As such, the AGM was adjourned at 10.25 a.m. for the vote counting and verification.
RESULTS OF ANNUAL GENERAL MEETING
The Chairman resumed the AGM at 10. 29 a.m. and announced the results of the poll as follows:
| Resolution number 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 (%) |
|||
| As Ordinary Business | ||||||
| Resolution 1 Audited Financial Statements and Directors’ Statement for the financial year ended 31 December 2024 and the Independent Auditors’ Report thereon. |
2,295,642,325 | 2,295,642,325 | 100 | - | - | |
| Resolution 2 Approval of Directors’ fees of S$54,000 for the financial year ended 31 December 2024 (Financial year ended 31 December 2023: S$54,000). |
2,295,642,325 | 2,295,642,325 | 100 | - | - | |
| Resolution 3 Re-election of Mr. Ivan Kanel, a Director retiring by rotation in accordance with Regulation 88 of the Company’s Constitution |
2,295,642,325 | 2,295,642,325 | 100 | - | - | |
| Resolution 4 Re-election of Mr. Brian Praneda, a Director retiring by rotation in accordance with Regulation 89 of the Company’s Constitution |
2,295,642,325 | 2,295,642,325 | 100 | - | - |
POLLUX PROPERTIES LTD. Minutes of Annual General Meeting held on 30 April 2025
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| Resolution number 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 (%) |
|||
| As Ordinary Business | ||||||
| Resolution 5 Re-appointment of Messrs Foo Kon Tan LLP as Independent Auditors of the Company and to authorise the Directors of the Company to fix their remuneration |
2,295,642,325 | 2,295,642,325 | 100 | - | - | |
| As Special Business | ||||||
| Resolution 6 Authority to allot and issue shares |
2,295,642,325 | 2,295,642,325 | 100 | - | - |
Based on the voting results tabulated, the Chairman declared Resolutions 1 to 6 tabled at the AGM carried.
CONCLUSION
There being no other business to transact, the Chairman declared the AGM of the Company closed 10.32 a.m. and thanked everyone for their attendance.
CONFIRMED AS A TRUE RECORD OF PROCEEDINGS HELD
PHUA CHER CHEW CHAIRMAN OF THE MEETING
This announcement has been reviewed by the Company's sponsor, Novus Corporate Finance Pte. Ltd. (the “ Sponsor ”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “ Exchange ”) and the Exchange assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr. Pong Chen Yih, Chief Operating Officer at 7 Temasek Boulevard #04-02 Suntec Tower 1, Singapore 038987, telephone (65) 6950 2188.