DELFI LIMITED
Company Registration No. 198403096C
(Incorporated in the Republic of Singapore)
(the "Company")
MINUTES OF ANNUAL GENERAL MEETING
MINUTES OF ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD ON TUESDAY, THE 27TH DAY OF APRIL 2021 AT 10.00 A.M., IN SINGAPORE VIA ELECTRONIC MEANS
PRESENT | : | As set out in the attendance records maintained by the Company |
CHAIRMAN OF | ||
THE MEETING | : | Mr Pedro Mata-Bruckmann |
- INTRODUCTION
The Company Secretary informed the Shareholders that the AGM was conducted via a live webcast and the votes previously submitted via electronic means have been tabulated.
The Chairman welcomed all Shareholders to the AGM and proceeded to introduce each of the Directors, all of whom were present, except Mr Davinder Singh who had sent his apologies for not being able to attend this meeting. The attendance by the Company's executives and auditors at the AGM was also noted.
The Chairman also informed Shareholders that all questions submitted by 10:00 a.m. on 20 April 2021 had been answered and published on both the Company's website and on SGXNet on 23 April 2021. The summary of questions and answers is annexed hereto and marked as Appendix 1.
John Chuang, Group Chief Executive Officer of the Company, gave a briefing on the state of affairs for the Company.
Richard Chung, Group Chief Financial Officer of the Company, gave a presentation on the Group's financial performance for the financial year ended 31 December 2020, prior to the commencement of the AGM. - QUORUM
After confirming with the Secretary that a quorum was present, the Chairman called the meeting ("Meeting") to order, and proceeded with the formal business of the AGM. - RESOLUTIONS BY POLL
In line with the Listing Rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment No. 2) Order 2020 by the Ministry of Law, Singapore, and the various Guidance on the Conduct of General Meetings during Elevated Safe Distancing Period by the SGX-ST, all resolutions at the Meeting were voted by way of poll and all the resolutions were deemed to have been duly proposed and seconded.
The Chairman informed the Meeting that Boardroom Corporate & Advisory Services Pte Ltd had been appointed polling agent and Ardent Business Advisory Pte Ltd appointed scrutineers for the
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Company Registration No.: 198403096C | |
Minutes of Annual General Meeting held on 27 April 2021 |
voting and had tabulated all submitted votes.
4. NOTICE
There being no objection from the Shareholders, the notice of AGM dated 12 April 2021 ("Notice" or "Agenda") was taken as read.
ORDINARY BUSINESSES | |||||
5. | DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS - RESOLUTION | ||||
1 | |||||
The Chairman informed the Meeting that the first item on the Agenda was to put the following | |||||
motion to the vote: | |||||
"RESOLVED that the Directors' Statement and Audited Financial Statements for the | |||||
financial year ended 31 December 2020, together with the Auditors' Report thereon, be | |||||
received and adopted." | |||||
The Chairman announced the results as follows and declared Resolution 1 carried: | |||||
Number of Shares | Percentage (%) | ||||
For the Resolution | 482,522,029 | 100.00 | |||
Against the Resolution | 4,000 | 0.00 | |||
Total number of valid votes cast | 482,526,029 | 100.00 | |||
6. | FINAL DIVIDEND - RESOLUTION 2 | ||||
The Chairman informed the Meeting that Resolution 2 on the Agenda was to put the following | |||||
motion to the vote: | |||||
"RESOLVED that the Declaration of a Final Dividend of 1.43 Singapore Cents per | |||||
ordinary share for the financial year ended 31 December 2020, be approved." | |||||
The Chairman announced the results as follows and declared Resolution 2 carried: | |||||
Number of Shares | Percentage (%) | ||||
For the Resolution | 482,522,029 | 100.00 | |||
Against the Resolution | 4,000 | 0.00 | |||
Total number of valid votes cast | 482,526,029 | 100.00 |
7. RE-ELECTIONOF MR CHUANG TIONG CHOON AS A DIRECTOR - RESOLUTION 3
The Chairman informed the Meeting that Mr Chuang Tiong Choon ("John") was due for retirement under Regulation 104 of the Constitution of the Company and he had consented to continue in office. John would, upon re-election as an Executive Director, remain as Group Chief Executive Officer and Managing Director, Chairman of Executive Committee and a member of the Nominating Committee ("NC"), Risk Management Committee ("RMC") and Market Sustainability and Strategy Committee ("MSSC").
The Chairman informed the Meeting that Resolution 3 on the Agenda was to put the following motion to the vote:
"RESOLVED that Mr Chuang Tiong Choon be re-elected as a Director of the Company."
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Company Registration No.: 198403096C | |
Minutes of Annual General Meeting held on 27 April 2021 |
The Chairman announced the results as follows and declared Resolution 3 carried:
Number of Shares | Percentage (%) | |
For the Resolution | 478,978,911 | 99.26 |
Against the Resolution | 3,547,118 | 0.74 |
Total number of valid votes cast | 482,526,029 | 100.00 |
8. | RE-ELECTION OF MR DAVINDER SINGH S/O AMAR | SINGH AS A DIRECTOR - | ||||
RESOLUTION 4 | ||||||
The Chairman informed the Meeting that Mr Davinder Singh S/O Amar Singh ("Davinder") was | ||||||
due for retirement under Regulation 104 of the Constitution of the Company and he had | ||||||
consented to continue in office. Davinder would, upon re-election as a Non-Executive and Non- | ||||||
Independent Director, remain as a member of the NC and Remuneration Committee ("RC"). | ||||||
The Chairman informed the Meeting that Resolution 4 on the Agenda was to put the following | ||||||
motion to the vote: | ||||||
"RESOLVED that Mr Davinder Singh S/O Amar Singh be re-elected as a Director of the | ||||||
Company." | ||||||
The Chairman announced the results as follows and declared Resolution 4 carried: | ||||||
Number of Shares | Percentage (%) | |||||
For the Resolution | 465,096,811 | 96.39 | ||||
Against the Resolution | 17,429,218 | 3.61 | ||||
Total number of valid votes cast | 482,526,029 | 100.00 | ||||
9. | RE-ELECTION OF MR PEDRO MATA-BRUCKMANN AS A DIRECTOR - RESOLUTION 5 | |||||
In view that Resolution 5 to Resolution 7 were pertaining to the Chairman's own re-election as | ||||||
a Director and 2-Tier votes pursuant to Rule 210(5)(d)(iii) of the Listing Manual of SGX-ST, | ||||||
John was elected to take over the conduct of these 3 resolutions. | ||||||
John informed the Meeting that Mr Pedro Mata-Bruckmann ("Pedro") was due for retirement | ||||||
under Regulation 104 of the Constitution of the Company and he had consented to continue in | ||||||
office. Pedro would, upon re-election as an Independent Director, remain as Chairman of the | ||||||
Board and NC and a member of the Audit Committee ("AC"), RC, RMC and MSSC. Pedro | ||||||
would be considered independent for the purpose of Rule 704(8) of the Listing Manual of SGX- | ||||||
ST. | ||||||
John informed the Meeting that Resolution 5 on the Agenda was to put the following motion to | ||||||
the vote: | ||||||
"RESOLVED that Mr Pedro Mata-Bruckmann be re-elected as a Director of the | ||||||
Company." | ||||||
John announced the results as follows and declared Resolution 5 carried: | ||||||
Number of Shares | Percentage (%) | |||||
For the Resolution | 428,152,386 | 88.73 | ||||
Against the Resolution | 54,373,443 | 11.27 | ||||
Total number of valid votes cast | 482,525,829 | 100.00 |
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Company Registration No.: 198403096C | |
Minutes of Annual General Meeting held on 27 April 2021 |
10. | APPROVAL OF MR PEDRO MATA-BRUCKMANN'S CONTINUED APPOINTMENT AS AN | ||||
INDEPENDENT DIRECTOR BY SHAREHOLDERS - RESOLUTION 6 | |||||
John informed the Meeting that Resolution 6 on the Agenda was to put the following motion to | |||||
the vote: | |||||
"RESOLVED that Mr Pedro Mata-Bruckmann's continued appointment as an | |||||
independent director by shareholders, be approved." | |||||
John announced the results as follows and declared Resolution 6 carried: | |||||
Number of Shares | Percentage (%) | ||||
For the Resolution | 446,044,968 | 92.44 | |||
Against the Resolution | 36,481,061 | 7.56 | |||
Total number of valid votes cast | 482,526,029 | 100.00 | |||
11. | APPROVAL OF MR PEDRO MATA-BRUCKMANN'S CONTINUED APPOINTMENT AS AN | ||||
INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE | |||||
CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES) - RESOLUTION 7 | |||||
John informed the Meeting that Resolution 7 on the Agenda was to put the following motion to | |||||
the vote: | |||||
"RESOLVED that Mr Pedro Mata-Bruckmann's continued appointment as an | |||||
independent director by shareholders, excluding the Directors, the Chief Executive | |||||
Officer and their Associates, be approved." | |||||
John announced the results as follows and declared Resolution 7 carried: | |||||
Number of Shares | Percentage (%) | ||||
For the Resolution | 136,740,568 | 85.13 | |||
Against the Resolution | 23,881,061 | 14.87 | |||
Total number of valid votes cast | 160,621,629 | 100.00 |
At this juncture, John returned the chairmanship of the Meeting to the Chairman.
12. APPROVAL OF MR ANTHONY MICHAEL DEAN'S CONTINUED APPOINTMENT AS AN
INDEPENDENT DIRECTOR BY SHAREHOLDERS - RESOLUTION 8
The Chairman informed the Meeting that Resolution 8 on the Agenda was to put the following motion to the vote:
"RESOLVED that Mr Anthony Michael Dean's continued appointment as an independent director by shareholders, be approved."
The Chairman announced the results as follows and declared Resolution 8 carried:
Number of Shares | Percentage (%) | |
For the Resolution | 466,780,311 | 96.74 |
Against the Resolution | 15,745,718 | 3.26 |
Total number of valid votes cast | 482,526,029 | 100.00 |
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Company Registration No.: 198403096C | |
Minutes of Annual General Meeting held on 27 April 2021 |
13. | APPROVAL OF MR ANTHONY MICHAEL DEAN'S CONTINUED APPOINTMENT AS AN | ||||
INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE | |||||
CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES) - RESOLUTION 9 | |||||
The Chairman informed the Meeting that Resolution 9 on the Agenda was to put the following | |||||
motion to the vote: | |||||
"RESOLVED that Mr Anthony Michael Dean's continued appointment as an independent | |||||
director by shareholders, excluding the Directors, the Chief Executive Officer and their | |||||
Associates, be approved." | |||||
The Chairman announced the results as follows and declared Resolution 9 carried: | |||||
Number of Shares | Percentage (%) | ||||
For the Resolution | 157,475,911 | 90.91 | |||
Against the Resolution | 15,745,718 | 9.09 | |||
Total number of valid votes cast | 173,221,629 | 100.00 | |||
14. | APPROVAL OF MR KOH POH TIONG'S CONTINUED APPOINTMENT AS AN | ||||
INDEPENDENT DIRECTOR BY SHAREHOLDERS - RESOLUTION 10 | |||||
The Chairman informed the Meeting that Resolution 10 on the Agenda was to put the following | |||||
motion to the vote: | |||||
"RESOLVED that Mr Koh Poh Tiong's continued appointment as an independent director | |||||
by shareholders, be approved." | |||||
The Chairman announced the results as follows and declared Resolution 10 carried: | |||||
Number of Shares | Percentage (%) | ||||
For the Resolution | 466,780,311 | 96.74 | |||
Against the Resolution | 15,745,718 | 3.26 | |||
Total number of valid votes cast | 482,526,029 | 100.00 |
15. APPROVAL OF MR KOH POH TIONG'S CONTINUED APPOINTMENT AS AN
INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES) - RESOLUTION 11
The Chairman informed the Meeting that Resolution 11 on the Agenda was to put the following motion to the vote:
"RESOLVED that Mr Koh Poh Tiong's continued appointment as an independent director by shareholders, excluding the Directors, the Chief Executive Officer and their Associates, be approved."
The Chairman announced the results as follows and declared Resolution 11 carried:
Number of Shares | Percentage (%) | |
For the Resolution | 157,475,911 | 90.91 |
Against the Resolution | 15,745,718 | 9.09 |
Total number of valid votes cast | 173,221,629 | 100.00 |
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Delfi Limited published this content on 27 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2021 10:06:05 UTC.