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    1J7   MYA013922002

JAWALA INC.

(1J7)
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Delayed Singapore Stock Exchange  -  02/04 12:33:49 am EST
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General Announcement::Minutes of the 4th Annual General Meeting held on 26 November 2021

12/03/2021 | 04:42am EDT

JAWALA INC.

Company Registration No. LL13922

(Incorporated in Labuan)

MINUTES OF 4TH ANNUAL GENERAL MEETING

MINUTES OF 4TH ANNUAL GENERAL MEETING ("AGM") OF JAWALA INC., (the "Company") HELD BY ELECTRONIC MEANS ON FRIDAY THE 26TH DAY OF NOVEMBER 2021 AT 2:00 P.M.

PRESENT

:

Datuk Jema Khan ("Datuk Jema")

- Chairman

Mr Abdul Rahman Khan Bin Hakim Khan ("Mr Rahman")

- Director / CEO

Ms Nadja Binti Jema Khan ("Ms Nadja")

- Director

Mr Lee Yong Soon ("Mr David")

- Director

Mr Leow Ming Fong ("Mr Jimmy")

- Director

Ms Faridah Bt Mohd. Fuad Stephens ("Ms Faridah")

- Director

Mr Muaz Bin Jema Khan ("Mr Muaz")

- Alternate Director to Ms Nadja

IN ATTENDANCE:

Mr Maxy Bin Self ("Mr Maxy")

- Chief Operating Officer (COO)

Ms Julie Tan ("Ms Julie")

- Chief Financial Officer (CFO)

Mr Kevin Chia

- Group Financial Controller

Mr Jason Chen

- Company Secretary

Ms Chew Pei Tsing

- Company Secretary

Ms Casey Tan

- from the Company Secretary's office

BY INVITATION:

Ms Joanne Yee

- Sponsor; UOB Kay Hian Private Limited

Ms Gan Xin Fang

- Sponsor; UOB Kay Hian Private Limited

Mr Loh Ji Kin

- Nexia TS Public Accounting Corporation ("Nexia")

SHAREHOLDERS/OTHERS

Via live webcast

As set out in the attendance record kept by the Company.

1. INTRODUCTION

The Chairman welcomed the shareholders ("Shareholders") to the virtual AGM which was convened and held by electronic means through "live" audio-visual webcast pursuant to the Ministerial Order as amended on 6 April 2021, in view of the COVID-19 situation. He went on to introduce the Directors who were present via live webcast. The attendance by the Company's executives, secretaries, continuing sponsor and auditors at the AGM by way of live webcast

Jawala Inc.

Page 2 of 6

Minutes of Annual General Meeting held on 26 November 2021

was also noted.

  1. VOTING PROCESS, SCRUTINEER AND POLL AGENT
    Shareholders were informed by the Chairman that all votes on the resolutions tabled at the AGM would be undertaken by way of proxy, in accordance with guidance on the conduct of general meetings during this pandemic, issued by the SGX-ST on 7 April 2021. The voting process would be conducted by poll and based on the proxy forms received by the Company at least 72 hours before the AGM via post or email. As the "live" webcast does not provide for online voting, the Company had announced via the SGXNet on 3 November 2021, informing Shareholders to submit their proxy forms by 2.00 p.m., of 23 November 2021 and to appoint the Chairman to cast votes on their behalf. Shareholders were also reminded to have their voting instructions clearly indicated in the proxy forms.
    The Company had appointed Reliance 3P Advisory Pte Ltd as the Scrutineer for this AGM and appointed Boardroom Corporate & Advisory Services Pte. Ltd., as the Poll Agent. The validity of the proxy forms submitted by Shareholders within the submission deadline of 2.00 p.m. on 23 November 2021 had been reviewed and the votes of all such valid proxies have been counted and verified by the Scrutineer.
  2. QUESTIONS AND RESPONSES
    The Chairman informed the Meeting that the Company had not received any questions from Shareholders as at the cut-off date.
  3. QUORUM
    There being a quorum present, the Chairman called the meeting ("Meeting") to order at 2:00 p.m., and proceeded with the formal business of the AGM.
  4. NOTICE
    The notice of the AGM dated 3 November 2021 ("Notice" or "Agenda") which was made available on the SGX website and the Company's website, was taken as read.

ORDINARY BUSINESS

6. DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS- RESOLUTION 1

The Chairman informed the Meeting that the first item on the Agenda was to receive and adopt the Directors' Statement and the Audited Financial Statements for the financial year ended 31 July 2021, together with the Auditors' Report thereon (collectively the "Annual Report").

The motion was proposed and put to vote by poll.

Jawala Inc.

Page 3 of 6

Minutes of Annual General Meeting held on 26 November 2021

The results of the votes cast for Resolution 1 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 1 carried.

7. RE-ELECTIONOF MR LEE YONG SOON AS A DIRECTOR - RESOLUTION 2

The Chairman informed Shareholders that in accordance with Article 98 of the Articles of Association of the Company ("Articles"), Mr Lee Yong Soon ("David"), shall retire at the AGM and being eligible, had offered himself for re-election. The Nominating Committee ("NC") had recommended, and the Board supported that Mr David be re-elected as a Director of the Company. Mr David will, upon re-election, remain as the Lead Independent Director, Chairman of the Nominating Committee and Member of the Audit Committee and Remuneration Committee respectively.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 2 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 2 carried.

8. RE-ELECTIONOF MS FARIDAH BINTI MOHD. FUAD STEPHENS AS A DIRECTOR- RESOLUTION 3

The Chairman informed the Meeting that Ms Faridah Binti Mohd. Fuad Stephens ("Faridah") was due for retirement under Article 98 of the Articles and she had consented to continue in office. The NC had recommended, and the Board supported Ms Faridah's re-election as a Director of the Company. Ms Faridah will, upon re-election, remain as an Independent Non- Executive Director, Chairman of the Remuneration Committee and Member of the Audit Committee and Nominating Committee respectively.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 3 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 3 carried.

9. DIRECTORS' FEES FOR THE YEAR ENDING 31 JULY 2022 - RESOLUTION 4

Jawala Inc.

Page 4 of 6

Minutes of Annual General Meeting held on 26 November 2021

The Board had recommended the payment of Directors' fees of RM314,429 for the financial year ending 31 July 2022 to be paid half yearly in arrears.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 4 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 4 carried.

10. DECLARATION OF A FIRST AND FINAL TAX-EXEMPT ONE-TIERDIVIDEND OF SGD0.003 PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 JULY 2021 - RESOLUTION 5

The Chairman informed Shareholders of the Directors' recommendation for the payment of a first and final tax-exemptone-tier dividend of SGD0.003 per ordinary share for the financial year ended 31 July 2021. The proposed dividend, if approved by the Shareholders, shall be paid on 15 December 2021.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 5 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 5 carried.

11. RE-APPOINTMENTOF AUDITORS - RESOLUTION 6

The Chairman proceeded to inform Shareholders that Messrs Nexia TS Public Accounting Corporation ("Nexia") had expressed their willingness to continue as auditors of the Company for the ensuing year. The Audit Committee had recommended that Nexia be re-appointed as auditors at the AGM.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 6 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 6 carried.

Jawala Inc.

Page 5 of 6

Minutes of Annual General Meeting held on 26 November 2021

12. ANY OTHER BUSINESS

As no notice was received in respect of any other ordinary business, the Chairman proceeded to deal with the special business set out in the Notice.

SPECIAL BUSINESS

13. AUTHORITY TO ALLOT AND ISSUE SHARES - RESOLUTION 7

The Chairman informed Shareholders that pursuant to Article 3 of the Articles and Rule 806 of the Catalist Rules, Shareholders' approval would be required before the Directors issue further shares and/or instruments in the capital of the Company. The proposed Resolution 7 was to seek Shareholders' approval for this authority.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 7 were as follows:

Votes for

: 100,370,000

Votes against

: Nil

The Chairman declared Resolution 7 carried.

14. AUTHORITY TO GRANT AWARDS AND ISSUE SHARES UNDER THE JAWALA PERFORMANCE SHARE PLAN - RESOLUTION 8

The Chairman proceeded to the next item on the Agenda which was to seek Shareholders' approval to authorise the Directors to grant awards and issue shares under the Jawala Performance Share Plan.

The motion was proposed and put to vote by poll.

The results of the votes cast for Resolution 8 were as follows:

Votes for

: 100,230,000

Votes against

: Nil

The Chairman declared Resolution 8 carried.

15. AUTHORITY TO GRANT OPTIONS AND ISSUE SHARES UNDER THE JAWALA EMPLOYEE SHARE OPTION SCHEME - RESOLUTION 9

The Meeting was informed that the last item on the Agenda was to seek Shareholders' approval to authorise the Directors to grant options and issue shares under the Jawala Employee Share Option Scheme ("ESOS"). Details of the ESOS were set out under item 9 of the Notice of AGM.

The motion was proposed and put to vote by poll.

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

Disclaimer

Jawala Inc. published this content on 03 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 09:41:07 UTC.


© Publicnow 2021
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