TIDMGINV
RNS Number : 2483Z
Global Invacom Group Limited
12 May 2023
GLOBAL INVACOM GROUP LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No: 200202428H)
("Global Invacom" or the "Company", together with the
subsidiaries as the "Group")
MINUTES OF ANNUAL GENERAL MEETING
Pursuant to the requirements of the Singapore Stock Exchange
("SGX") the Company has today notified the following announcement
relating to the minutes of the 2023 AGM held on 26 April 2023,
as set out below.
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PLACE : The National University of Singapore Society,
Suntec City Guild House, 3 Temasek Boulevard,
#02-401/402 Suntec City Mall, Singapore
038983
DATE : Wednesday, 26 April 2023
TIME : 10.00 a.m.
PRESENT : Board of Directors
Mr Wayne Robert Porritt (Independent Non-
Executive Chairman )
Mr Gordon Blaikie (Executive Director and
Interim Chief Executive Officer ("Interim
CEO")
Mr John Lim Yew Kong (Lead Independent
Director)
Mr Kenny Sim Mong Keang (Non-Executive
Director)
Shareholders
As per attendance record maintained by
the Company.
IN ATTANCE : As per attendance record maintained by
the Company.
ABSENT WITH APOLOGIES : Mr Cosimo Borrelli (Independent Director)
CHAIRMAN : Mr Wayne Robert Porritt
---------------------- ------------------------------------------------
INTRODUCTION
The Chairman welcomed shareholders for their attendance at the
Annual General Meeting (" AGM " or the " Meeting ") and having
ascertained that a quorum was present, the Chairman called the
Meeting to order at 10.00 a.m.
The Chairman introduced to the Shareholders the Directors,
management and professional advisors of the Company who are present
at this Meeting. Mr Cosimo Borrelli, through the Chairman sent his
apologies for not being able to attend the AGM due to his work
commitment.
PRESENTATION BY CHAIRMAN AND INTERIM CEO
The Chairman, the Chief Risk Officer and Chief Sustainability
Officer and the Interim CEO each gave a presentation on the
performance and update of the Company and the Group for the
financial year ended 31 December 2022 (" FY2022 "), the
sustainability review and product development.
[Note: The presentation slides were announced through the SGXNet
on 26 April 2023.]
NOTICE AND POLL VOTING
The Notice of the AGM dated 11 April 2023 convening the Meeting
was taken as read.
The Chairman informed shareholders that he was appointed as
proxy by some shareholders and would be voting in accordance with
the instructions given. Chairman also called for the voting on all
the resolutions to be conducted by poll, pursuant to Company's
Constitution and Rule 730A of the Listing Manual of the Singapore
Exchange Securities Trading Limited ("SGX-ST"), and that the
polling would be conducted in a paperless manner using a wireless
handheld device.
Complete Corporate Services Pte Ltd was appointed as polling
agent to provide the electronic poll voting process, while Agile 8
Advisory Pte. Ltd. was appointed as Scrutineers of the Meeting.
The proceedings were handed back to the Chairman after Company
Secretary explained the polling procedure to the shareholders
present.
ORDINARY BUSINESS
ORDINARY RESOLUTION 1 - DIRECTORS' STATEMENT AND THE AUDITED
FINANCIAL STATEMENTS FOR THE FINANCIAL YEARED 31 DECEMBER 2022
The meeting proceeded to receive and adopt the Directors'
Statement and the Audited Financial Statements for the financial
year ended 31 December 2022 and the Auditors' Report thereon.
The motion for the resolution was proposed by the Chairman and
seconded by Ms Teo Ser Cher.
There being no question, the Chairman proceeded with the poll
voting process and the electronic poll voting results were as
follows:
No. of Shares In Percentage
Number of votes "FOR" : 101,702,539 100%
Number of votes "AGAINST" : 0 0%
-------------- --------------
Total number of votes
cast : 101,702,539 100%
============== ==============
Based on the votes cast, Resolution 1 was declared carried and
it was RESOLVED as an ordinary resolution:
"That the Directors' Statement and the Audited Financial
Statements of the Company for the financial year ended 31 December
2022 together with the Auditors' Report thereon be received and
adopted."
ORDINARY RESOLUTION 2 - RE-ELECTION OF MR JOHN LIM YEW KONG AS A
DIRECTOR
The Meeting was informed that Mr John Lim Yew Kong, who was
retiring pursuant to Regulation 105 of the Company's Constitution,
had consented to continue in office.
It was noted that Mr John Lim Yew Kong would, upon re-election
as a Director of the Company, remain as the Lead Independent
Director of the Company, Chairman of the Audit and Risk Committee,
and a member of the Remuneration Committee and Nominating
Committee. Mr John Lim Yew Kong would be considered independent for
the purpose of Rule 704(8) of the Listing Manual for the
SGX-ST.
The motion for the resolution was proposed by the Chairman and
seconded by Ms Teo Ser Cher.
There being no question, the Chairman proceeded with the poll
voting process and the electronic poll voting results were as
follows:
No. of Shares In Percentage
Number of votes "FOR" : 101,687,539 100%
Number of votes "AGAINST" : 0 0%
-------------- --------------
Total number of votes
cast : 101,687,539 100%
============== ==============
Based on the votes cast, Resolution 2 was declared carried and
it was RESOLVED as an ordinary resolution:
"That Mr John Lim Yew Kong be re-elected as a Director of the
Company."
ORDINARY RESOLUTION 3 - DIRECTORS' FEES FOR THE FINANCIAL
YEARING 31 DECEMBER 2023
Chairman informed the shareholders that the Board had
recommended the payment of Directors' fees for the financial year
ending 31 December 2023 ("FY2023") amounted up to S$294,525,
payable quarterly in arrears.
It was noted that based on the remuneration structure as
recommended by the Remuneration Committee and approved by the
Board, the amount payable to the Independent Directors and
Non-Executive Director for FY2023 would have been S$378,000. In
view of the on-going challenges faced by the Group, the performance
of the Group and to show support to all stakeholders, the
Independent Directors and Non-Executive Director volunteered to
continue to take a 15% reduction on their fees for FY2023 and the
Board Chairman had volunteered waiving his fees as Board Chairman
for FY2023.
The motion for the resolution was proposed by Ms Teo Ser Cher
and seconded by Mr Tan Whee Li.
There being no question, the Chairman proceeded with the poll
voting process and the electronic poll voting results were as
follows:
No. of Shares In Percentage
Number of votes "FOR" : 101,701,039 100%
Number of votes "AGAINST" : 0 0%
-------------- --------------
Total number of votes
cast : 101,701,039 100%
============== ==============
Based on the votes cast, Resolution 3 was declared carried and
it was RESOLVED as an ordinary resolution:
"That the payment of Directors' fees of up to S$294,525 for the
financial year ending 31 December 2023, to be paid quarterly in
arrears be approved."
ORDINARY RESOLUTION 4 - RE-APPOINTMENT OF AUDITORS
Resolution 4 was to re-appoint auditors and to authorise the
Directors to fix their remuneration.
Shareholders were informed that the retiring auditors, Moore
Stephens LLP, had expressed their willingness to continue in
office.
The motion for the resolution was proposed by the Chairman and
seconded by Mr Tan Whee Li.
There being no question, the Chairman proceeded with the poll
voting process and the electronic poll voting results were as
follows:
No. of Shares In Percentage
Number of votes "FOR" : 101,792,839 100%
Number of votes "AGAINST" : 0 0%
-------------- --------------
Total number of votes
cast : 101,792,839 100%
============== ==============
Based on the votes cast, Resolution 4 was declared carried and
it was RESOLVED as an ordinary resolution:
"That Moore Stephens LLP be re-appointed as the Company's
Auditors and the Directors be authorised to fix their
remuneration."
ANY OTHER BUSINESS
As no notice of any other ordinary business had been received by
the Company Secretary, the Meeting proceeded to deal with the
special business of the Meeting.
SPECIAL BUSINESS
ORDINARY RESOLUTION 5 - AUTHORITY TO ALLOT AND ISSUE SHARES
Shareholders were informed that Resolution 5 was to authorise
the Directors to allot and issue shares pursuant to Section 161 of
the Companies Act 1967 of Singapore, and Rule 806 of the Listing
Manual of the SGX-ST.
The motion for the resolution was proposed by the Chairman and
seconded by Mr Teo Cheng Hai Ronnie.
There being no question, the Chairman proceeded with the poll
voting process and the electronic poll voting results were as
follows:
No. of Shares In Percentage
Number of votes "FOR" : 98,981,089 97.23%
Number of votes "AGAINST" : 2,816,500 2.77%
-------------- --------------
Total number of votes
cast : 101,797,589 100%
============== ==============
Based on the votes cast, Resolution 5 was declared carried and
it was RESOLVED as an ordinary resolution:
"That pursuant to Section 161 of the Companies Act 1967 of
Singapore (the "Companies Act"), and Rule 806 of the Listing Manual
of the Singapore Exchange Securities Trading Limited ("SGX-ST"),
the Directors of the Company be authorised and empowered to allot
and issue:
a) shares in the capital of the Company ("shares") whether by way of rights, bonus or otherwise;
b) convertible securities;
c) additional convertible securities arising from adjustments
made to the number of convertible securities previously issued in
the event of rights, bonus or capitalisation issues; and
d) shares arising from the conversion of convertible securities in (b) and (c) above,
at any time during the continuance of this authority or
thereafter and upon such terms and conditions and for such purposes
and to such persons as the Directors may in their absolute
discretion deem fit (notwithstanding the authority conferred by
this Resolution may have ceased to be in force),
provided that:
(1) the aggregate number of shares (including shares to be
issued in pursuance of the convertible securities, made or granted
pursuant to this Resolution) does not exceed fifty per centum (50%)
of the total number of issued shares (excluding treasury shares and
subsidiary holdings) in the capital of the Company (as calculated
in accordance with sub-paragraph (2) below), of which the aggregate
number of shares to be issued other than on a pro rata basis to
existing shareholders of the Company shall not exceed twenty per
centum (20%) of the total number of issued shares (excluding
treasury shares and subsidiary holdings) in the capital of the
Company (as calculated in accordance with sub-paragraph (2)
below);
(2) (subject to such manner of calculation 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 (1) above, the
total number of issued shares (excluding treasury shares and
subsidiary holdings) is based on the total number of issued shares
(excluding treasury shares and subsidiary holdings) at the time of
the passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of any convertible securities;
(b) new shares arising from the exercise of share options or
vesting of share awards which are outstanding or subsisting at the
time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution,
the Company shall comply with the provisions of the Listing Manual
of the SGX-ST for the time being in force (unless such compliance
has been waived by the SGX-ST) and the Constitution of the Company;
and
(4) unless revoked or varied by the Company in a general
meeting, such authority 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
earlier.
CONCLUSION
There being no other business to transact, the Chairman declared
the AGM of the Company closed at 10.35 a.m. and thanked everyone
for their attendance.
Confirmed as True Record of Proceedings Held
Wayne Robert Porritt
Chairman
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Gordon Blaikie, Interim Chief Executive via Vigo Consulting
Officer
Strand Hanson Limited (Nominated www.strandhanson.co.uk
Adviser and Broker)
James Harris / Richard Johnson / David Tel: +44 20 7409 3494
Asquith
Vigo Consulting (UK Media & Investor www.vigoconsulting.com
Relations)
Jeremy Garcia / Fiona Hetherington Tel: +44 20 7390 0238
/ Kendall Hill
About Global Invacom Group Limited
Global Invacom Group comprises a number of companies
specialising in innovative technology, products and solutions for
the satellite ground equipment sector. Uniquely, the Group provides
fully integrated manufacturing for most of its product lines
providing additional quality and supply chain assurance to a global
blue-chip customer base in the satellite communications, satellite
TV and satellite navigation markets.
The Group has an established global presence with sales offices,
research and development centres and manufacturing facilities
across the world, including Singapore, China, Indonesia, the
Philippines, Malaysia, Israel, the UK, and the USA.
Global Invacom is listed on the Mainboard of the Singapore
Exchange Securities Trading Limited and its shares are admitted to
trading on the AIM Market of the London Stock Exchange.
For more information, please refer to www.globalinvacom.com
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END
MSCFIFITEVIFLIV
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May 12, 2023 05:30 ET (09:30 GMT)
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