JASON MARINE GROUP LIMITED

Company Registration No.: 200716601W

(Incorporated in the Republic of Singapore)

MINUTES OF ANNUAL GENERAL MEETING

MINUTES of the Annual General Meeting (the "AGM" or "Meeting") of Jason Marine Group Limited (the "Company" or "JMG") held by way of electronic means on Tuesday, 27 July 2021 at 10:00 a.m. (Singapore time)

PRESENT

Board of Directors

Mr Joseph Foo Chew Tuck (Executive Chairman and Chief Executive Officer ("CEO")) Mr Wong Hin Sun, Eugene (Non-Executive Director)

Mrs Eileen Tay-Tan Bee Kiew (Lead Independent Director) Mr Sin Hang Boon (Independent Director)

Financial Controller

Mr Derrick Chan

IN ATTENDANCE

As set out in the attendance list maintained by the Company.

CHAIRMAN

Mr Joseph Foo Chew Tuck, the Chairman of the Meeting and Board of Directors welcomed the shareholders for their attendance. He expressed his regret that, due to the current COVID-19 situation and the related safe distancing measures in Singapore, shareholders were not able to attend the AGM in persons. The Chairman introduced the Non-Executive Director, Mr Wong Hin Sun, Eugene, Lead Independent Director, Mrs Eileen Tay-Tan Bee Kiew and Independent Director, Mr Sin Hang Boon as well as the Financial Controller, Mr Derrick Chan, the Sponsors, Auditors, Secretary and Independent Scrutineer who had joined the AGM via live webcast.

POLL VOTING

The Chairman highlighted to the shareholders that, there would be no live voting during the Meeting and he had been appointed as proxy by the shareholders to vote on their behalf in accordance with their specific instructions.

The Chairman further informed that all resolutions to be tabled at the AGM would be voted upon by way of poll. All the motions had been duly voted by the shareholders through the submissions of the Proxy Forms and the Independent Scrutineer had verified the counting of all votes casted through the Proxy Forms.

It was noted that Finova BPO Pte. Ltd. was appointed as the Company's Independent Scrutineer for the poll.

QUORUM

With the requisite quorum being present, the Chairman declared the Meeting to order at 10:00 a.m. (Singapore time).

Page 1 of 11

Jason Marine Group Limited

Minutes of Annual General Meeting held on 27 July 2021

NOTICE

The notice of the Meeting having been circulated to the members was taken as read.

RESPONSES TO SUBSTANTIAL AND RELEVANT QUESTIONS

The Chairman informed the Meeting that the Company had not received any questions relating to the agenda of the AGM from the shareholders.

ORDINARY BUSINESS:

ORDINARY RESOLUTION 1

  • ADOPTION OF THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021, THE DIRECTORS' STATEMENT AND THE REPORT OF THE
    AUDITORS THEREON

The Chairman proposed that the Audited Financial Statements of the Company for the financial year ended 31 March 2021, the Directors' Statement and the Report of the Auditors thereon be received and adopted.

The results of Resolution 1 were as follows:

Total Votes

Percentage

For the Resolution

85,098,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31 March 2021, the Directors' Statement and the Report of the Auditors thereon, be and are hereby received and adopted."

ORDINARY RESOLUTION 2

  • DECLARATION AND PAYMENT OF THE FIRST AND FINAL ONE-TIER TAX EXEMPT DIVIDEND OF 0.75 SINGAPORE CENT PER SHARE

The Chairman proposed the motion to approve the payment of the first and final one-tier tax exempt dividend of 0.75 Singapore cent per share in respect of the financial year ended 31 March 2021.

The results of Resolution 2 were as follows:

Total Votes

Percentage

For the Resolution

85,098,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT the payment of the first and final one-tier tax exempt dividend of 0.75 Singapore cent per share in respect of the financial year ended 31 March 2021 be hereby approved."

Page 2 of 11

Jason Marine Group Limited

Minutes of Annual General Meeting held on 27 July 2021

ORDINARY RESOLUTION 3

  • APPROVAL OF DIRECTORS' FEES OF S$172,500 FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021

The Chairman proposed the motion to approve the payment of Directors' fees of S$172,500 for the financial year ended 31 March 2021.

The results of Resolution 3 were as follows:

Total Votes

Percentage

For the Resolution

85,098,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT the payment of Directors' fees of S$172,500 for the financial year ended 31 March 2021 be hereby approved."

ORDINARY RESOLUTION 4

  • APPOINTMENT OF MR COLIN LOW TOCK CHEONG AS INDEPENDENT DIRECTOR

Mr Colin Low Tock Cheong appointed as Independent Director of the Company pursuant to Article 84 of the Company's Constitution.

The Meeting was informed that Mr Colin Low Tock Cheong will, upon appointment as an Independent Director of the Company, serve as the Chairman of the Remuneration Committee as well as a member of the Audit and Risk Committee and Nominating Committee. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules.

The Chairman proposed the motion as set out under item 4 of the Notice of the Meeting.

The results of Resolution 4 were as follows:

Total Votes

Percentage

For the Resolution

85,067,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT Mr Colin Low Tock Cheong be hereby appointed as Independent Director of the Company pursuant to Article 84 of the Company's Constitution."

ORDINARY RESOLUTION 5

  • RE-ELECTIONOF MR FOO CHEW TUCK AS DIRECTOR

As Resolution 5 involved the re-election of Mr Foo Chew Tuck as Director of the Company, the Chairman handed over the Chair to the Lead Independent Director, Mrs Eileen Tay-Tan Bee Kiew to conduct this motion.

Mr Foo Chew Tuck retired pursuant to Article 98 of the Company's Constitution. Being eligible, he had offered himself for re-election as Director of the Company.

The Meeting was informed that Mr Foo Chew Tuck is considered non-independent for the purposes of Rule 704(7) of the Catalist Rules.

The Chairperson proposed the motion as set out under item 5 of the Notice of the Meeting.

Page 3 of 11

Jason Marine Group Limited

Minutes of Annual General Meeting held on 27 July 2021

The results of Resolution 5 were as follows:

Total Votes

Percentage

For the Resolution

85,098,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT Mr Foo Chew Tuck who retired as a Director pursuant to Article 98 of the Company's Constitution be hereby re-elected as a Director of the Company."

Mrs Eileen Tay-Tan Bee Kiew had invited Mr Foo Chew Tuck to resume the Chair.

ORDINARY RESOLUTION 6

  • RE-ELECTIONOF MR WONG HIN SUN, EUGENE AS DIRECTOR

Mr Wong Hin Sun, Eugene retired pursuant to Article 98 of the Company's Constitution. Being eligible, he had offered himself for re-election as Director of the Company.

The Meeting was informed that Mr Wong Hin Sun, Eugene will, upon re-election as a Director of the Company, continue to serve as a member of the Audit and Risk Committee, Nominating Committee and Remuneration Committee. He is considered non-independent for the purposes of Rule 704(7) of the Catalist Rules.

The Chairman proposed the motion as set out under item 6 of the Notice of the Meeting.

The results of Resolution 6 were as follows:

Total Votes

Percentage

For the Resolution

85,098,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT Mr Wong Hin Sun, Eugene who retired as a Director pursuant to Article 98 of the Company's Constitution be hereby re-elected as a Director of the Company."

ORDINARY RESOLUTION 7

  • RE-APPOINTMENTOF MESSRS BDO LLP AS AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING 31 MARCH 2022 AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

The Meeting was informed that Messrs BDO LLP, who are the Auditors of the Company, had expressed their willingness to continue in office.

The Chairman proposed that Messrs BDO LLP be re-appointed as Auditors of the Company and that the Directors be authorised to fix its remuneration.

The results of Resolution 7 were as follows:

Total Votes

Percentage

For the Resolution

85,098,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT Messrs BDO LLP be re-appointed as Auditors of the Company for the financial year ending 31 March 2022 and the Directors be authorised to fix their remuneration."

Page 4 of 11

Jason Marine Group Limited

Minutes of Annual General Meeting held on 27 July 2021

SPECIAL BUSINESS:

At this juncture, the Chairman informed the Meeting that Ordinary Resolutions 8 to 11 were to seek approval from the shareholders via a two-tier voting process for Mrs Eileen Tay - Tan Bee Kiew and Mr Sin Hang Boon to continue in office as Independent Directors of the Company for a three-year term, effective from the passing of these resolutions at this AGM, until the earlier of their respective retirement or resignation, or the conclusion of the third AGM of the Company following the passing of these resolutions pursuant to Rule 406(3)(d)(iii) of the Catalist Rules, which will take effect from 1 January 2022.

In compliance with Rule 406(3)(d)(iii)(B) of the Catalist Rules, the Directors and CEO of the Company, and their respective associates had abstained from voting on Resolutions 9 and 11 respectively.

ORDINARY RESOLUTION 8

  • CONTINUED APPOINTMENT OF MRS EILEEN TAY - TAN BEE KIEW AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS

The Meeting was informed that Resolution 8 on the agenda was to approve the continued appointment of Mrs Eileen Tay - Tan Bee Kiew as an Independent Director by shareholders, for purposes of Rule 406(3)(d)(iii)(A) of the Catalist Rules, which will take effect from 1 January 2022.

The Chairman proposed the motion as set out under item 8 of the Notice of the Meeting.

The results of Resolution 8 were as follows:

Total Votes

Percentage

For the Resolution

85,067,000

100%

Against the Resolution

-

-

Based on the results of the poll, the Chairman declared the following motion carried:

"RESOLVED THAT, subject to and contingent upon the passing of Resolution 9 below, in accordance with Rule 406(3)(d)(iii)(A) of the Catalist Rules (which will take effect from 1 January 2022):

  1. the continued appointment of Mrs Eileen Tay - Tan Bee Kiew as an Independent Director be and is hereby approved; and
  2. the authority conferred by this Resolution shall continue in force until the earlier of the following:
    1. the retirement or resignation of Mrs Eileen Tay - Tan Bee Kiew as a director, or
    2. the conclusion of the third AGM of the Company following the passing of this Resolution."

ORDINARY RESOLUTION 9

  • CONTINUED APPOINTMENT OF MRS EILEEN TAY - TAN BEE KIEW AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS AND CEO AND THEIR RESPECTIVE ASSOCIATES)

The Chairman informed that Resolution 9 on the agenda was to approve the continued appointment of Mrs Eileen Tay - Tan Bee Kiew as an Independent Director by shareholders (excluding the directors, CEO and their associates), for purposes of Rule 406(3)(d)(iii)(B) of the Catalist Rules.

Upon re-appointment as an Independent Director, Mrs Eileen Tay-Tan Bee Kiew will continue to serve as the Lead Independent Director and Chairperson of the Audit and Risk Committee as well as a member of the Nominating Committee and the Remuneration Committee. She is considered independent for the purposes of Rule 704(7) of the Catalist Rules.

Page 5 of 11

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Jason Marine Group Limited published this content on 24 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 August 2021 09:53:06 UTC.