CIRCULAR DATED 12 October 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this Circular or the action you should take, you should consult your stockbroker or other professional adviser immediately.

The Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility whatsoever for the correctness and accuracy of any statements made, opinions expressed or reports contained in this Circular.

If you have sold or transferred all your shares in the capital of PEC Ltd., you should immediately hand this Circular and the enclosed Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee.

(Company Registration No. 198200079M)

(Incorporated in the Republic of Singapore on 8 January 1982)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

  1. THE PROPOSED GRANT OF AWARD OF UP TO 159,431 SHARES TO A CONTROLLING SHAREHOLDER UNDER THE PEC PERFORMANCE SHARE PLAN
  2. THE PROPOSED GRANT OF AWARD OF UP TO 159,431 SHARES TO AN ASSOCIATE OF A CONTROLLING SHAREHOLDER UNDER THE PEC PERFORMANCE SHARE PLAN

IMPORTANT DATES AND TIMES

Last date and time for lodgement of Proxy Form

: 25 October 2023 at 4 p.m.

Date and time of Extraordinary General Meeting

: 27 October 2023 at 4 p.m. (or as soon as practicable

immediately following the conclusion or adjournment of the

AGM to be held at 3 p.m. on the same day and at the same

place)

Place of Extraordinary General Meeting

: 14 International Business Park, Singapore 609922

CONTENTS

Page

DEFINITIONS

1

LETTER TO SHAREHOLDERS

1.

Introduction

4

2.

The Proposed Grant of the EK Award to Edna Ko

5

3.

The Proposed Grant of the RD Award to Robert Dompeling

9

4.

Interests of Directors and Substantial Shareholders

13

5.

Directors' Recommendations

14

6.

Extraordinary General Meeting

15

7.

Abstention from Voting

15

8.

Action to be taken by Shareholders

16

9.

Documents Available for Inspection

17

10.

Directors' Responsibility Statement

17

NOTICE OF EXTRAORDINARY GENERAL MEETING

18

PROXY FORM

DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated:

"2013 Circular"

: The Company's circular dated 9 October 2013 and issued to Shareholders to seek

approval for, among others, the proposed adoption of the Plan, the proposed

participation by Edna Ko in the Plan, and the proposed participation by Robert

Dompeling in the Plan

"2013 EGM"

: The extraordinary general meeting of the Company held at Shenton Room,

Basement 1, M Hotel, 81 Anson Road, Singapore 079908 on 25 October 2013

"2022 Circular"

: The Company's circular dated 12 October 2022 and issued to Shareholders to

seek approval for the proposed grant of award of up to 164,794 Shares to Edna

Ko, the proposed grant of award of up to 164,794 Shares to Robert Dompeling,

the proposed extension of the Plan, the proposed participation by Edna Ko in the

Plan, and the proposed participation by Robert Dompeling in the Plan

"2022 EGM"

: The extraordinary general meeting of the Company held at 14 International

Business Park, Singapore 609922 on 27 October 2022

"AGM"

:

The annual general meeting of the Company

"Associate"

:

(a)

in relation to any Director, chief executive officer, substantial shareholder

or Controlling Shareholder (being an individual) means:

(i)

his immediate family;

(ii)

the trustees of any trust of which he or his immediate family is a

beneficiary or, in the case of a discretionary trust, is a discretionary

object; and

(iii)

any company in which he and his immediate family together (directly

or indirectly) have an interest of 30.0% or more;

(b)

in relation to a substantial shareholder or a Controlling Shareholder (being

a company) means any other company which is its subsidiary or holding

company or is a subsidiary of such holding company or one in the equity of

which it and/or such other company or companies taken together (directly

or indirectly) have an interest of 30.0% or more

"Award"

:

A contingent award of fully paid Shares granted under the Plan

"Award Shares"

:

Shares over which are the subject of any Award

"Board"

:

The board of Directors of the Company

"CDP"

:

The Central Depository (Pte) Limited

"Committee"

: A committee constituted in accordance with Rule 14 of the Plan, comprising

Directors duly authorised and appointed by the Board to administer the Plan,

being as at the Latest Practicable Date, Edna Ko, Robert Dompeling, Wong Peng,

David Wong Cheong Fook, Tan Whei Mien, Joy, Pek Hak Bin, Ngan Wan Sing

Winston and Tan Peck Hong Yvonne. For the purposes of the proposed grant of

the EK Award and the RD Award, the Committee comprises Wong Peng, David Wong Cheong Fook, Tan Whei Mien, Joy, Pek Hak Bin, Ngan Wan Sing, Winston and Tan Peck Hong Yvonne

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DEFINITIONS

"Company"

:

PEC Ltd.

"Companies Act"

:

The Companies Act 1967 of Singapore as amended or modified from time to time

"Controlling Interest"

: The interest of the Controlling Shareholder

"Controlling Shareholder"

:

A person who:

(a)

holds directly or indirectly 15.0% or more of the nominal amount of all

voting shares in the company. The SGX-ST may determine that a person

who satisfies this paragraph is not a Controlling Shareholder; or

(b)

in fact exercises control over a company

"Director(s)"

:

A director of the Company for the time being

"EGM"

: The extraordinary general meeting of the Company, notice of which is set out on

pages 18 to 20 of this Circular

"EK Award"

: The proposed grant of an award of up to 159,431 Shares to Edna Ko, terms of

which are set out in paragraph 2.1 of the Letter to Shareholders

"FY"

:

The financial year ending 30 June

"Group"

:

The Company and its subsidiaries

"Latest Practicable Date"

: 21 September 2023, being the latest practicable date prior to the printing of this

Circular

"Letter to Shareholders"

: The letter from the Directors to the Shareholders as set out on pages 4 to 17 of

this Circular

"Listing Manual"

:

The listing manual of the SGX-ST, as amended or modified from time to time

"Month"

:

Calendar month

"Notice of EGM"

:

The notice of the EGM as set out on pages 18 to 20 of this Circular

"Participant"

:

A person who holds an Award

"Plan" or "PEC Performance

:

The PEC Performance Share Plan, as amended or modified from time to time

Share Plan"

"Proposed Resolutions"

: The proposed resolutions to be adopted at the EGM, being:

(a)

the proposed grant of an award of up to 159,431 Shares to Edna Ko; and

(b)

the proposed grant of an award of up to 159,431 Shares to Robert Dompeling

"RD Award"

: The proposed grant of an award of up to 159,431 Shares to Robert Dompeling,

terms of which are set out in paragraph 3.1 of the Letter to Shareholders

"Rules of the Plan"

:

The existing rules of the Plan as set out in the Appendix to the 2022 Circular

"SGX-ST"

:

Singapore Exchange Securities Trading Limited

"Shares"

:

Issued shares in the capital of the Company

2

DEFINITIONS

"Shareholders"

: Persons who are registered as holders of the Shares, or where CDP is the registered

holder, the term "Shareholders" shall, in relation to such Shares and where the

context admits, mean the Depositors whose securities accounts are credited with

Shares

"Substantial Shareholder"

: Shall have the same meaning in relation to the Company as ascribed to the term

in the Companies Act

"S$"

:

Singapore dollars, the lawful currency of the Republic of Singapore

"%"

:

Per centum

Names used in Circular

Names in National Registration Identity Card

Edna Ko

:

Edna Ko Poh Thim

Mark Ko

:

Mark Ko Teong Hoon

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the Securities and Futures Act 2001 of Singapore or any statutory modification thereof, as the case may be.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Words importing persons include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or the Listing Manual or any statutory or regulatory modification thereof and not otherwise defined in this Circular shall have the meaning ascribed to it under the Companies Act or the Listing Manual or any statutory or regulatory modification, unless the context otherwise requires.

Any reference to a time and date in this Circular shall be a reference to Singapore time and date unless otherwise stated.

All discrepancies in the tables included in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

Cautionary Note on Forward-Looking Statements

All statements other than statements of historical facts included in this Circular are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "expect", "anticipate", "believe", "estimate", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "if", "will", "would", "should", "could", "may" and "might". These statements reflect the Company's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders should not place undue reliance on such forward-looking statements, and the Company undertakes any obligation to update publicly or revise any forward- looking statements, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other regulatory or supervisory body or agency.

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PEC Ltd. published this content on 12 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 October 2023 13:30:11 UTC.