Pan United : AGM Minutes

PAN-UNITED CORPORATION LTD

(Company Registration No. 199106524G)

(Incorporated in Singapore)

MINUTES OF 31ST ANNUAL GENERAL MEETING

PLACE	: Suntec Singapore Convention and Exhibition Centre, Meeting
		Room 325-326, Level 3, 1 Raffles Boulevard, Suntec City,
		Singapore 039593
DATE	:	20 April 2023
TIME	:	10.00 a.m.
PRESENT	: Please refer to the Attendance Sheet
CHAIRMAN OF THE	: Mr Patrick Ng Bee Soon
MEETING

CHAIRMAN

Mr Patrick Ng Bee Soon, the Deputy Chairman of the Board presided as Chairman of the Company's 31st Annual General Meeting (AGM or the Meeting). The Chairman welcomed all shareholders present at the Company's AGM. Thereafter, he informed that Mr Tay Siew Choon, the Chairman of the Board and Independent Director, was unable to attend the AGM due to health reason and Mr Tay has participated in the Meeting via electronic means. He further introduced the Directors, Chief Executive Officer (CEO), Company Secretary and External Auditor present at the AGM.

QUORUM

Having ascertained that a quorum was present, the Chairman called the Meeting to order at 10.03 a.m..

NOTICE OF MEETING

With the consent of the shareholders, the Notice of AGM dated 5 April 2023 was taken as read.

A corporate video of the highlights and initiatives undertaken by the Group in the year ended 31 December 2022 was then shared followed by presentation slides by the CEO, Ms Ng Bee Bee.

RESPONSES TO SUBSTANTIAL AND RELEVANT QUESTIONS

The Chairman informed the Meeting that the Company had published the responses to the substantial and relevant questions received from the shareholders and the Securities Investors Association (Singapore) by 5.00 p.m. on 12 April 2023 on the Company's corporate website and through SGXNet on 14 April 2023. A copy of the publication is annexed hereto as Appendix 1 to these minutes.

The Chairman informed shareholders that the Company did not receive any more pre-submitted questions after the 12 April 2023 deadline. The Chairman further announced the Question-and-Answer Session be opened to the shareholders to address any substantial and relevant questions during the Meeting.

Page 1 of 8

The Directors and CEO then proceeded to address the substantial and relevant questions received during the Meeting. A copy of the Company's responses to such substantial and relevant questions during the Question-and-Answer Session is attached as Appendix 2 to these minutes.

RESOLUTIONS TO BE VOTED BY POLL

The Chairman informed the shareholders that all proposed resolutions will be voted by poll.

The shareholders were also informed that DrewCorp Services Pte Ltd and Boardroom Corporate & Advisory Services Pte Ltd have been appointed as Scrutineer and Polling Agent respectively.

The Chairman advised the shareholders that the number of votes for and against each motion from all proxy forms, which were submitted 72 hours before the Meeting, has been verified by the Scrutineers and the poll results will be announced after each motion has been voted.

There was a video demo shown to the shareholders on how to use the handset devices for the poll. All shareholders went through a Test Resolution during the AGM.

Thereafter, the Chairman proceeded with the business of the AGM.

ORDINARY BUSINESS

1. DIRECTORS' STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The first item on the Agenda was to receive and consider the Directors' Statement and Audited Financial Statements for the year ended 31 December 2022 and the Auditor's Report thereon.

The Chairman proposed to the shareholders that the Chairman's Message, Directors' Statement and Auditor's Report be taken as read and there was no objection from the shareholders.

The motion was duly proposed by a shareholder and seconded by another shareholder.

The Chairman then put the motion to vote. The results of Resolution 1, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
540,018,694	100.00	10,000	0.00

By a clear majority of votes cast in favour of the motion, the Chairman declared the motion carried.

IT WAS RESOLVED that the Directors' Statement and Audited Financial Statements of the Company for the year ended 31 December 2022 together with the Auditor's Report thereon be received and adopted.

2. FINAL DIVIDEND

The second item on the Agenda was to approve the payment of the final dividend of $0.013 per ordinary share (one-tier tax exempt) for the year ended 31 December 2022. The final dividend, if approved by the shareholders, would be paid on 12 May 2023.

Page 2 of 8

The motion was duly proposed by the Chairman and seconded by a shareholder.

The Chairman then put the motion to vote. The results of Resolution 2, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
540,011,994	100.00	10,000	0.00

By a clear majority of votes cast in favour of the motion, the Chairman declared the motion carried.

IT WAS RESOLVED that the payment of the final dividend of $0.013 per ordinary share (one-tier tax exempt) for the year ended 31 December 2022 be approved.

3. RE-ELECTION OF DIRECTOR - Mr Patrick Ng Bee Soon

Mr Patrick Ng Bee Soon, who was retiring under Regulation 89 of the Company's Constitution, had consented to continue in office.

Since Resolution 3 is on re-election of Mr Patrick Ng Bee Soon, the Chairman handed over the Chair to the CEO, Ms Ng Bee Bee.

On a proposal by a shareholder which was seconded by another shareholder, the motion was put to vote by way of a poll. The results of Resolution 3, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
503,433,858	99.69	1,565,799	0.31

By a clear majority of votes cast in favour of the motion, the CEO declared the motion carried.

IT WAS RESOLVED that Mr Patrick Ng Bee Soon be re-elected as a Director of the Company.

The Chair was handed back to the Chairman.

4. RE-ELECTION OF DIRECTOR - Mr Fong Yue Kwong

Mr Fong Yue Kwong, who was retiring under Regulation 89 of the Company's Constitution, had consented to continue in office.

On a proposal by a shareholder which was seconded by another shareholder, the motion was put to vote by way of a poll. The results of Resolution 4, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
539,781,694	99.99	30,000	0.01

By a clear majority of votes cast in favour of the motion, the Chairman declared the motion carried.

IT WAS RESOLVED that Mr Fong Yue Kwong be re-elected as a Director of the Company.

Page 3 of 8

5. DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The Board had recommended the payment of Directors' fees of S$335,500.00 for the financial year ending 31 December 2023.

The motion was duly proposed by a shareholder and seconded by another shareholder.

The Chairman then put the motion to vote. The results of Resolution 5, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
528,299,092	99.98	79,300	0.02

By a clear majority of votes cast in favour of the motion, the Chairman declared the motion carried.

IT WAS RESOLVED that the Directors' fees of S$335,500.00 for the financial year ending 31 December 2023 be approved for payment.

6. RE-APPOINTMENT OF AUDITOR

The Chairman informed the Meeting that Ernst & Young LLP had expressed their willingness for re-appointment as Auditor of the Company.

The motion was duly proposed by the Chairman and seconded by a shareholder.

The Chairman then put the motion to vote. The results of Resolution 6, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
538,765,895	99.71	1,575,499	0.29

By a clear majority of votes cast in favour of the motion, the Chairman declared the motion carried.

IT WAS RESOLVED that Ernst & Young LLP be re-appointed as Auditor of the Company until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration.

SPECIAL BUSINESS

The Chairman proceeded to deal with the special business of the Meeting.

7. GENERAL AUTHORITY TO ISSUE SHARES

The following motion, duly proposed by a shareholder and seconded by another shareholder, was put to vote by way of a poll.

The results of Resolution 7, taken on a poll, were as follows:-

For		Against
Votes	%	Votes	%
540,134,344	99.95	292,050	0.05

By a clear majority of votes cast in favour of the motion, the Chairman declared the motion carried.

Page 4 of 8

IT WAS RESOLVED:

That authority be and is hereby given, pursuant to Section 161 of the Singapore Companies Act 1967 (the Companies Act) and Rule 806 of the listing manual (the Listing Manual) of Singapore Exchange Securities Trading Limited (the SGX-ST), to the directors of the Company to:

1. i issue shares in the capital of the Company (Shares) whether by way of rights, bonus or otherwise; and/or
2. 1. 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) warrants, debentures or other instruments convertible into Shares,

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

1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the directors of the Company while this Resolution was in force,

provided that:

1. the aggregate number of Shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of any Instruments made or granted pursuant to this Resolution) does not exceed 50 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 B below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company (including Shares to be issued in pursuance of any instruments made or granted pursuant to this Resolution) does not exceed 10 per centum (10%) 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 B 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 A above, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of this Resolution is passed, after adjusting for:
3. 1. new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards; and
   2. any subsequent bonus issue, consolidation or subdivision of Shares;

provided that adjustments in accordance with i and ii above are only 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 this Resolution is passed.

1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being; and
2. (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 annual general meeting of the Company (Annual General Meeting) or the date by which the next Annual General Meeting is required by law to be held, whichever is earlier.

Page 5 of 8