GuocoLand : Minutes of the 46th Annual General Meeting held on 14 October 2022

REPL::ANNUAL GENERAL MEETING::VOLUNTARY

Issuer & Securities

Issuer/ Manager

GUOCOLAND LIMITED

Security

GUOCOLAND LIMITED - SG1R95002270 - F17

Announcement Details

Announcement Title

Annual General Meeting

Date &Time of Broadcast

26-Oct-2022 17:37:40

Status

Replacement

Announcement Reference

SG220929MEETYJC4

Submitted By (Co./ Ind. Name)

Mary Goh Swon Ping

Designation

Group Company Secretary

Financial Year End

30/06/2022

Event Narrative

	Narrative	Narrative Text
	Type
	Additional	Please refer to the attached minutes of the 46th Annual General Meeting held on 14
	Text	October 2022.
Event Dates

Meeting Date and Time

14/10/2022 10:00:00

Response Deadline Date

11/10/2022 10:00:00

Event Venue(s)

Place

Venue(s)	Venue details
Meeting	The 46th Annual General Meeting of GuocoLand Limited will be held by way of electronic
Venue	means.

Attachments

2022 AGM Mins v1.pdf

Total size =670K MB

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14/10/2022 22:08:55 07/10/2022 19:40:310

29/09/2022 07:43:060 0

GUOCOLAND LIMITED

Company Registration No. 197600660W

(Incorporated in the Republic of Singapore)

Minutes of the 46th Annual General Meeting ("AGM") of GuocoLand Limited (the "Company") duly convened and held by electronic means on Friday, 14 October 2022 at 10.00 am with Mr Moses Lee Kim Poo presiding as Chairman of the live webcast AGM. Also present via live webcast were Directors, Company Secretary, Group Chief Financial Officer, External Auditors, Share Registrar and Independent Scrutineer, Shareholders as well as Guests/ Observers as recorded in the Register of Attendance.

1. WELCOME
   Mr Moses Lee Kim Poo, the Board Chairman, took the chair of the AGM. He welcomed all who were attending the Company's AGM via live webcast.
2. QUORUM
   The Company Secretary confirmed that a quorum was present and, the Chairman called the AGM to order at 10.00 am.

3. SUBSTANTIAL AND RELEVANT QUESTIONS AND HOW TO VOTE

1. Before proceeding with the formalities of the AGM, the Chairman informed Shareholders of the following:
2. 1. substantial and relevant questions received from Shareholders up to 6 October 2022 (being the deadline for submission of questions in advance of the AGM) had been addressed and the answers to these questions had been published on the Company's website and the Singapore Exchange Securities Trading Limited ("SGX-ST") website on 7 October 2022.
   2. Shareholders who wished to ask any question at the AGM may submit textual questions.
   3. Shareholders could cast their votes anytime during the AGM and voting would close after the last question had been addressed.
3. An instructional video was played to guide Shareholders on how they could vote and submit textual questions during the AGM.

1. INTRODUCTION OF BOARD OF DIRECTORS AND OTHER ATTENDEES
   The Chairman introduced all the members of the Board of Directors, the Company Secretary, the Group Chief Financial Officer, the External Auditors' partner-in-charge, the Share Registrar and the Scrutineer who were present at the AGM.
2. NOTICE OF AGM
   As the Notice of AGM had been made available to Shareholders on 29 September 2022 by electronic means via publication on the websites of the Company and the SGX-ST as well as The Business Times, the said Notice was taken as read.
3. • 1 -

GUOCOLAND LIMITED 46th AGM (14.10.2022)

6. VOTING BY POLL

1. The Chairman informed Shareholders that voting on all the Resolutions as set out in the Notice of AGM would be conducted by way of a poll in accordance with the Listing Rules of the SGX-ST.
2. The Chairman also informed that the independent Scrutineer, Finova BPO Pte. Ltd., had verified the counting of the votes of all valid proxy forms submitted by Shareholders. The Scrutineer would also verify the votes cast by Shareholders during the AGM.
3. The Chairman proceeded with the items of the Agenda as set out in the Notice of AGM.

ORDINARY BUSINESS

7. AGENDA ITEM 1

DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

1. The Company's Annual Report 2022 had been made available to Shareholders on the Company's website, the SGX-ST website and the website set up for the purpose of the AGM. Accordingly, the Directors' Statement and audited Financial Statements for the financial year ended 30 June 2022 as contained in the Company's Annual Report 2022 were deemed to be laid before Shareholders at the AGM.
2. The Chairman proposed the following Resolutions as set out in the Notice of AGM:
3. 1. AGENDA ITEM 2
      ORDINARY RESOLUTION 1 : DECLARATION OF A FIRST AND FINAL DIVIDEND
      Resolution 1 was to declare a first and final tax exempt one-tier dividend of 6 cents per ordinary share in respect of the financial year ended 30 June 2022.
   2. AGENDA ITEM 3
      ORDINARY RESOLUTION 2 : APPROVAL OF DIRECTOR FEES
      Resolution 2 was to approve the payment of Director fees of S$647,289 for the financial year ended 30 June 2022.
   3. AGENDA ITEM 4
      ORDINARY RESOLUTION 3 : RE-ELECTION OF MR WEE LIENG SENG AS A DIRECTOR
      Resolution 3 was to re-elect Mr Wee Lieng Seng as a Director of the Company. Mr Wee was appointed as a Director of the Company on 29 October 2021. Detailed information on Mr Wee had been set out under the "Board of Directors" section in the Company's Annual Report 2022
   4. AGENDA ITEM 5
      ORDINARY RESOLUTION 4 : RE-ELECTION OF MR KWEK LENG HAI AS A DIRECTOR
      Resolution 4 was to re-elect Mr Kwek Leng Hai as a Director of the Company. Mr Kwek, retiring by rotation in accordance with the Company's Constitution and being eligible, offered himself for re-election. Detailed information on Mr Kwek had also been set out under the "Board of Directors" section in the Company's Annual Report 2022.
   5. AGENDA ITEM 6
      ORDINARY RESOLUTION 5 : RE-APPOINTMENT OF MESSRS KPMG LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
      Resolution 5 was to re-appoint Messrs KPMG LLP as Auditors of the Company to hold office until the next Annual General Meeting and to authorise the Directors to fix their remuneration.

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GUOCOLAND LIMITED 46th AGM (14.10.2022)

SPECIAL BUSINESS

1. AGENDA ITEM 7
   ORDINARY RESOLUTION 6 : AUTHORITY FOR DIRECTORS TO ISSUE SHARES IN THE COMPANY
   Resolution 6 was to authorise the Directors to issue Shares; details of which had been set out in the Notice of AGM.
2. AGENDA ITEM 8
   ORDINARY RESOLUTION 7 : RENEWAL OF SHARE PURCHASE MANDATE
   Resolution 7 was on the renewal of share purchase mandate of the Company. The relevant details were set out in the Addendum in relation to the Proposed Renewal of the Share Purchase Mandate which had been made available to Shareholders on the Company's website, SGX website and the website set up for the purpose of the AGM.

8. QUESTIONS & ANSWERS

As all the Resolutions had been proposed, the Chairman proceeded to address the textual questions that were submitted by Shareholder during the AGM. A summary of the questions asked and the responses to them is annexed hereto and marked as "Annexure A".

9. VOTING & RESULTS OF THE POLL

As all the items of the Agenda in the Notice of AGM had been dealt with, the Chairman invited Shareholders to cast their votes on the Resolutions tabled at the AGM.

ORDINARY BUSINESS

10. ORDINARY RESOLUTION 1 : DECLARATION OF A FIRST AND FINAL DIVIDEND

	Total number of shares			FOR					AGAINST
	represented by votes			Number of shares			%			Number of shares			%
	for and against Resolution 1
869,289,257		869,286,357		100		2,900		0

1. Based on the results of the poll, duly verified by the Scrutineer, the Chairman declared Resolution 1 carried.
2. IT WAS RESOLVED THAT the declaration of a first and final tax exempt one-tier dividend of 6 cents per ordinary share in respect of the financial year ended 30 June 2022 be approved.

11. ORDINARY RESOLUTION 2 : APPROVAL OF DIRECTOR FEES

	Total number of shares			FOR					AGAINST
	represented by votes			Number of shares			%			Number of shares			%
	for and against Resolution 2
869,289,257		869,286,357		100		2,900		0

1. Based on the results of the poll, duly verified by the Scrutineer, the Chairman declared Resolution 2 carried.
2. IT WAS RESOLVED THAT the payment of Director fees of S$647,289 for the financial year ended 30 June 2022 be approved.

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