SILVERLAKE AXIS LTD

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REPL::Annual General Meeting::Voluntary

10/18/2021 | 08:44am

SILVERLAKE AXIS LTD.

(Company Registration No. 202133173M)

Annual Report 2021

Letter to Shareholders 2021

(Registered in Singapore)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting ("AGM") of SILVERLAKE AXIS LTD. (the "Company") will be convened and held by way of electronic means via a live audio-visual webcast or live audio-only stream ("Live Webcast") on Wednesday, 27 October 2021 at 2.00 p.m. to transact the following business:

AS ORDINARY BUSINESS

1.

To receive and adopt the Audited Financial Statements of the Company for the financial year ended

Ordinary Resolution 1

30 June 2021 together with the Directors' Report and Auditors' Report thereon.

2.

To declare a final tax exempt 1-tier dividend of Singapore 0.52 cents per ordinary share for the

Ordinary Resolution 2

financial year ended 30 June 2021 as recommended by the Directors.

3.

To approve the payment of Directors' Fees of S$1,200,000 (2021: S$1,151,667) for the financial year

Ordinary Resolution 3

ending 30 June 2022, to be paid quarterly in arrears.

4.

To re-elect Mr. Goh Peng Ooi, a director retiring pursuant to regulation 108(1) of the Company's

Ordinary Resolution 4

Constitution.

[See Explanatory Note (i)(a)]

5.

To re-elect Datuk Yvonne Chia, a director retiring pursuant to regulation 108(1) of the Company's

Ordinary Resolution 5

Constitution.

[See Explanatory Note (i)(b)]

6.

To re-elect Mr. Ong Kian Min, a director retiring pursuant to regulation 108(1) of the Company's

Ordinary Resolution 6

Constitution.

[See Explanatory Note (i)(c)]

7.

Approval for the continued appointment of Mr. Ong Kian Min, as a Non-Executive and Lead

Ordinary Resolution 7

Independent Director for the purposes of Rule 210(5)(d)(iii)(A) of the Listing Manual.

"THAT, subject to and contingent upon the passing of Resolution 6,

(a)

the continued appointment of Mr. Ong Kian Min, as a Non-Executive and Lead Independent

Director, for purposes of Rule 210(5)(d)(iii)(A) of the Listing Manual (which will take effect from 1

January 2022) be and is hereby approved; and

(b)

the authority conferred by this Resolution shall continue in force until the earlier of the following:

(i) the retirement or resignation of Mr. Ong Kian Min as a Director; or (ii) the conclusion of the

third AGM of the Company following the passing of this Resolution."

[See Explanatory Note (ii)]

8.

Approval for the continued appointment of Mr. Ong Kian Min, as a Non-Executive and Lead

Ordinary Resolution 8

Independent Director for the purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual.

"THAT, subject to and contingent upon the passing of Resolutions 6 and 7 above,

(a)

the continued appointment of Mr. Ong Kian Min, as a Non-Executive and Lead Independent

Director, for purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual (which will take effect from 1

January 2022) be and is hereby approved; and

(b)

the authority conferred by this Resolution shall continue in force until the earlier of the following:

(i) the retirement or resignation of Mr. Ong Kian Min as a Director; or (ii) the conclusion of the

third AGM of the Company following the passing of this Resolution."

[See Explanatory Note (ii)]

9. To note the retirement of Mr. See Chuang Thuan as a director of the Company.

10. To re-appoint Ernst & Young LLP, as auditors of the Company and to authorise the Directors to fix Ordinary Resolution 9 their remuneration.

11. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions (with or without amendments):

12. Authority to Directors to Allot and Issue Shares

Ordinary Resolution 10

"That pursuant to the Section 161 of the Companies Act, Chapter 50 (the "Act") and Rule 806 of the Listing Manual ("Listing Manual") of the Singapore Exchange Securities Trading Limited ("SGX- ST"), the Directors of the Company be authorised and empowered to:

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

1

Notice of Annual General Meeting (cont'd)

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company 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 such authority was in force,

provided that:

  1. the aggregate number of Shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall 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 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 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) 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 the passing of this Resolution, after adjusting for:
    1. new shares arising from the conversion or exercise of the Instruments or any convertible securities;
    2. new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution; and
    3. any subsequent bonus issue, consolidation or subdivision of shares;
  3. in exercising the authority conferred by this Resolution, the Company shall comply with the rules, measures, guidelines, practice notes, and other materials issued by the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST), in particular the SGX-ST Listing Manual, and the Company's Constitution for the time being; 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 Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier."

[See Explanatory Note (iii)]

13. Adoption of the Share Purchase Mandate

Ordinary Resolution 11

"THAT:

  1. for the purposes of Sections 76C and 76E of the Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the maximum Price (as hereafter defined), whether by way of:
    1. on-marketpurchases (each a "Market Purchase") on the SGX-ST; and/or
    2. off-marketpurchases (each an "Off-Market Purchase") effected otherwise than on the SGX-ST in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Act,

and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

  1. any Share that is purchased or otherwise acquired by the Company pursuant to the Share Purchase Mandate shall, at the discretion of the Directors of the Company, either be cancelled or held in treasury and dealt with in accordance with the Act;
  2. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earliest of:
    1. the date on which the next Annual General Meeting of the Company is held or required by law to be held; or
    2. the date on which purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;
  3. In this Resolution:
    "Prescribed Limit" means that number of issued Shares representing 10% of the total number of issued Shares of the Company as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings) unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the relevant period in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered; and

2

Notice of Annual General Meeting (cont'd)

"Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:

  1. in the case of a Market Purchase, 105% of the Average Closing Price; and
  2. in the case of an Off-Market Purchase, 120% of the Average Closing Price, where:

"Average Closing Price" means the average of the closing market prices of a Share over the last 5 market days on which Shares were transacted on the SGX-ST immediately preceding the date of making the Market Purchase by the Company or, as the case may be, the date of making the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five-market day period and on the day on which the purchases are made;

"date of the making of the offer" means the date on which the Company makes or announces its intention to make (as the case may be) an offer for the purchase or acquisition of Shares from shareholders stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase, and

"market day" means a day on which the SGX-ST is open for trading in securities; and

  1. the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution."

[See Explanatory Note (iv)]

14. Renewal of Interested Persons Transactions General Mandate "THAT:

  1. approval be and is hereby given for the purposes of Chapter 9 of the Listing Manual of the SGX- ST for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the types of the interested persons transactions ("Recurrent Transactions") set out in the Company's Circular to Shareholders dated 2 October 2008 ("Circular"), with any party who is of the classes of Interested Persons described in the Circular, provided that such interested persons transactions are carried out on normal commercial terms and in accordance with the review procedures for Recurrent Transactions as set out in the Circular ("General Mandate");
  2. the General Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company;
  3. the Audit and Risk Committee of the Company be and is hereby authorised to take such action as it deems proper in respect of procedures and/or to modify or implement such procedures as may be necessary to take into consideration any amendment to Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST from time to time; and
  4. the Directors of the Company and each of them be hereby authorised to complete and do all such acts and things including executing all such documents as may be required as they or he may consider expedient or necessary or in the interest of the Company to give effect to the General Mandate and/or this Resolution."

[See Explanatory Note (v)]

15. AUTHORITY TO OFFER AND GRANT AWARDS AND ALLOT AND ISSUE SHARES UNDER THE SILVERLAKE AXIS LTD. PERFORMANCE SHARE PLAN

"That, pursuant to Section 161 of the Companies Act, the Directors of the Company be and are hereby authorised and empowered to offer and grant awards ("Awards") in accordance with the provisions of the Silverlake Axis Ltd. Performance Share Plan (the "PSP") and to allot and issue or transfer from time to time such number of fully paid-up new Shares as may be required to be allotted and delivered pursuant to the vesting of the Awards granted by the Company under the PSP, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of Shares to be issued pursuant to the PSP shall not exceed ten per cent (10%) of the total issued Shares of the Company (excluding treasury shares and subsidiary holdings) from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, 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."

[See Explanatory Note (vi)]

BY ORDER OF THE BOARD

Ang Siew Koon

Company Secretary

Singapore

Date: 11 October 2021

Ordinary Resolution 12

Ordinary Resolution 13

3

Notice of Annual General Meeting (cont'd)

Explanatory Notes:

  1. (a) Mr. Goh Peng Ooi, if re-elected under Resolution 4 above, will remain as the Group Executive Chairman and a member of Nominating Committee. Detailed information on Mr. Goh Peng Ooi can be found on page 10 of the Annual Report.
    1. Datuk Yvonne Chia, if re-elected under Resolution 5 above, will remain as an Independent Non-Executive Director, and member of Remuneration Committee, Nominating Committee and Strategic Investment Committee. Detailed information on Datuk Yvonne Chia can be found on page 13 of the Annual Report.
    2. Mr. Ong Kian Min, if re-elected, will be considered independent for the purpose of Rule 704(8) of the Listing Manual of SGX-ST subject to Resolutions 7 and 8 being passed at this AGM. He will remain as the Lead Independent Non- Executive Director, the Chairman of Audit and Risk Committee, the Chairman of Nominating Committee and a member of Remuneration Committee. Detailed information on Mr. Ong Kian Min can be found on page 12 of the Annual Report.
  1. Resolutions 7 and 8 are proposed in anticipation of Rule 210(5)(d)(iii) of the Listing Manual which will take effect from 1 January 2022.
    Pursuant to Rule 210(5)(d)(iii) of the Listing Manual which will take effect from 1 January 2022, Mr. Ong Kian Min, having served the Board beyond 9 years from the date of his appointment, will not be considered as independent on 1 January 2022 unless Resolutions 7 and 8 are duly passed at this AGM.
    For the purpose of Resolutions 7 and 8, in accordance with Rule 210(5)(d)(iii) of the Listing Manual, Directors and the chief executive officer of the Company, and their respective associates, must not accept appointment as proxies unless specific instructions as to voting are given.
    Resolutions 7 and 8, if passed, will remain in force until the earlier of: (i) the retirement or resignation of Mr. Ong Kian Min; or (ii) the conclusion of the third AGM of the Company following the passing of such resolutions.
    Subject to the passing of Resolutions 7 and 8, Mr. Ong Kian Min will remain as the Lead Independent Non-Executive Director, the Chairman of Audit and Risk Committee, the Chairman of Nominating Committee and a member of Remuneration Committee.
    If only Resolution 6 is passed, Mr. Ong Kian Min shall continue to be designated as an Independent Non-Executive Director of the Company up to and including 31 December 2021, and shall thereafter be re-designated as a Non-Executive and Non- Independent Director as of and from 1 January 2022.
    If Resolution 6 is not passed, Resolutions 7 and 8 will be withdrawn. The Company shall endeavor to search for suitable candidate(s) and fill the vacancy of the independent director(s) within two, but no later than three months to fulfil the requirements of the Listing Manual and Code of Corporate Governance, where applicable.
  2. Resolution 10 above, if passed, will empower the Directors of the Company, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares and make or grant Instruments convertible into Shares and to issue shares pursuant to such Instruments, up to a maximum of fifty percent (50%) of the issued share capital of the Company (of which the aggregate number of Shares and convertible securities to be issued other than on a pro rata basis to existing shareholders shall not exceed twenty percent (20%) of the issued share capital of the Company) for such purposes as they consider would be in the interests of the Company.
  3. Please refer to the Letter to Shareholders dated 11 October 2021 ("Letter") for more details on the Adoption of the Share Purchase Mandate.
  4. Please refer to the Letter for more details on the Renewal of Interested Persons Transactions General Mandate.
  5. Resolution 13 proposed above is to authorise the Directors to grant share awards and to issue shares under the PSP approved by the shareholders of the Company at the Special General Meeting of the Company held on 27 October 2020.

Important Notes:

1. Pre-Registration:

The AGM is being convened, and will be held, by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (as amended on 14 April 2020, 24 April 2020 and 29 September 2020) and the Joint Statement by Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation issued on 13 April 2020 (as further updated on 1 October 2020) titled "Guidance on the Conduct of General Meetings Amid Evolving COVID-19 Situation". Alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the AGM are set out in this notice of AGM. This notice of AGM may be accessed at the URLs https://www.sgx.com/ securities/company-announcementsand http://www.silverlakeaxis.com/investor-relation/shareholders-meetingsFY2021.

Members will not be able to attend the AGM physically. Members who wish to participate at the AGM may watch the AGM proceedings via a live audio-visual webcast or live audio-only stream ("Live Webcast"). To do so, members must pre-register their details including full name (as per CDP record), NRIC/Passport/Company Registration No., contact number and email address on the Company's AGM pre-registration website at the URL https://bit.ly/SAL2021agmbefore 2.00 p.m. on Sunday, 24 October 2021 ("Registration Deadline") for the Company to verify their status as members.

Verified members will receive an email by 2.00 p.m. on Tuesday, 26 October 2021 containing instructions to access the Live Webcast. Members must not forward the link or their log-in details to third persons who are not members or who are not entitled to attend the AGM proceedings.

Members who do not receive an email by 2.00 p.m. on Tuesday, 26 October 2021 but have registered before the Registration Deadline should contact our Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. by email at srs.teamc@ boardroomlimited.comor call the general telephone number at +65 6536 5355 during office hours.

4

Notice of Annual General Meeting (cont'd)

  1. Submission of Questions:
    The Company will not be addressing any questions raised by the members during the meeting. Members who have any substantial and relevant questions in relation to any agenda item of this notice, shall send their queries to the Company in advance, by 2.00 p.m. on Tuesday, 19 October 2021 via email to FY2021AGM@silverlakeaxis.com.
    The Company will endeavor to upload the Company's responses to substantial and relevant queries from members on the SGXNet and the Company's website by Friday, 22 October 2021.
  2. Submission of Proxy Form:
    A member will not be able to vote online on the resolutions to be tabled for approval at the AGM. Members who wish to exercise their votes must submit a proxy form to appoint the Chairman of the Meeting to cast votes on their behalf. Member (whether individual or corporate) appointing the Chairman of the Meeting as proxy must give specific instructions as to his manner of voting, or abstentions from voting, in the proxy form, failing which the appointment will be treated as invalid.
    The accompanying proxy form for the AGM can be accessed at the Company's website at the URL http://www.silverlakeaxis. com/investor-relation/shareholders-meetingsFY2021, and is made available with this notice of AGM on the SGXNet at the URL https://www.sgx.com/securities/company-announcementson the same day.
    A member of the Company who holds his/her shares through a Relevant Intermediary (including CPFIS members or SRS investors) and who wish to exercise their votes by appointing the Chairman of the Meeting as their proxy should approach their Relevant Intermediary (including their CPF Agent Bank and/or SRS Approved Bank) to submit their votes at least seven (7) working days before the AGM, i.e. by 2.00 p.m. on Monday, 18 October 2021.
    *A Relevant Intermediary is:
    1. a banking corporation licensed under the Banking Act, Chapter 19 or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
    2. a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act, Chapter 289 and who holds shares in that capacity; or
    3. the Central Provident Fund Board established by the Central Provident Fund Act, Chapter 36, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

The instrument appointing Chairman of the Meeting as proxy must be submitted to the Company in the following manner:

  1. If submitted by post, it has to be deposited at the office of the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623; or
  2. If submitted electronically, it has to be submitted via email to the Company's Share Registrar at srs.teamc@boardroomlimited. com,

in either case, not less than 72 hours before the time appointed for holding the AGM, i.e. by 2.00 p.m. on Sunday, 24 October 2021.

Any incomplete/improperly completed proxy form (including proxy form which does not appoint "Chairman of the Meeting" as proxy) will be rejected by the Company.

A member who wishes to submit an instrument of proxy must complete and sign the proxy form, before submitting it by post to the address provided above, or scanning and sending it by email to the email address provided above.

In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.

The Company shall be entitled to reject the instrument appointing Chairman of the Meeting as proxy if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing Chairman of the Meeting as proxy (including any related attachment) (such as in the case where the appointor submits more than one instrument appointing Chairman of the Meeting as proxy). In addition, in the case of members whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing Chairman of the Meeting as proxy lodged if such members are not shown to have shares entered against their names in the Depository Register as at 72 hours before the time appointed for the AGM, as certified by The Central Depository (Pte) Limited to the Company.

4. Annual Report and other documents:

The annual report for the financial year ended 30 June 2021 can be accessed from the SGXNet at the URL https://www.sgx.com/ securities/company-announcementsand the Company's website at the URL http://www.silverlakeaxis.com/investor-relation/ shareholders-meetingsFY2021.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the shareholders discloses the personal data of the shareholder's proxy(ies) and/or representative(s) to the Company (or its agents), the shareholders has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholders will indemnify the Company

in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder's breach of warranty.

5

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Silverlake Axis Ltd. published this content on 18 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2021 12:31:04 UTC.

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