Koda Ltd

(Incorporated in the Republic of Singapore)

(Company Registration Number 198001299R)

MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY

HELD ON OCTOBER 29, 2021

The Board of Directors (the "Board") of Koda Ltd (the "Company" and together with its subsidiaries, the "Group") refers to the Annual General Meeting of the Company held on Friday, October 29, 2021 ("AGM").

The Board would like to thank shareholders for their attendance at the AGM. Paragraph 11 of the joint statement dated October 1, 2020 released by the Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation requires the Company to release the minutes of AGM within one month after the date of AGM. The minutes of the AGM are set out at Annex A.

By Order of the Board

Koda Ltd

James Koh Jyh Gang

Executive Chairman and Chief Executive Officer

November 26, 2021

ANNEX A

KODA LTD

(Incorporated in the Republic of Singapore)

(Company Registration Number 198001299R)

MINUTES OF ANNUAL GENERAL MEETING

Date

:

Friday, October 29, 2021

Time

:

10.00 a.m.

Place

:

By way of electronic means

Present

:

As set out in the attendance records maintained by the Company

Chairman

:

Mr James Koh Jyh Gang

Introduction

The Chairman welcomed the shareholders to the Annual General Meeting ("AGM") of the Company.

The Chairman stated that due to the current COVID-19 advisories issued by the relevant authorities in Singapore and the related safe-distancing measures in Singapore, the AGM will be conducted by way of electronic means.

Alternative arrangements were put in place to allow shareholders who have pre-registered in advance to participate by watching the AGM proceeding through a live audio-visual webcast or live audio-only stream.

The Chairman introduced the Board of Directors to the shareholders.

Quorum

As a quorum was present, the Chairman declared the AGM open.

Notice

The Chairman stated that the Company's Annual Report for the financial year ended June 30, 2021 together with the Notice of AGM dated October 14, 2021 have been circulated to the shareholders via the Company's website and SGXNET.

The Chairman suggested that the Notice of AGM be taken as read.

Voting

It was noted that in accordance with Regulation 58(A) of the Company's Constitution, the Ordinary Resolutions put to vote at the AGM were decided on a poll.

As shareholders (whether individual or corporate) are required to appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM, the Ordinary Resolutions put to vote at the AGM were deemed to be proposed and seconded.

Corporate Backoffice Pte. Ltd. was appointed as the Company's Scrutineer.

Shareholders were given the opportunity to submit comments, queries and/or questions in respect of the Ordinary Resolutions put to vote at the AGM. The deadline for submission of such comments, queries and/or questions was 6.00 p.m. on Friday, October 22, 2021. The Chairman informed that the Company has addressed all substantial and relevant questions received from shareholders in relation to the Ordinary Resolutions put to vote at the AGM, and has published its responses on the Company's website and on SGXNET on Monday, October 25, 2021.

Ordinary Business

  1. Ordinary Resolution 1
    To receive and adopt the Audited Financial Statements of the Company for the financial year ended June 30, 2021 together with the Directors' Statement and the Auditors' Report thereon.
    The motion was put to vote by way of a poll.
    Based on the proxy votes received, there were 57,250,675 shares voting for the motion, representing 100.00% of the total number of shares voting for and against the motion, and 0 shares voting against the motion, representing 0.00% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 1 was resolved by a unanimous vote:
    "That the Audited Financial Statements of the Company for the financial year ended June 30, 2021 together with the Directors' Statement and the Auditors' Report thereon, be received and adopted."
  2. Ordinary Resolution 2
    To declare a tax-exempt(one-tier) final dividend of 0.75 Singapore cents per ordinary share and a tax-exempt(one-tier) special final dividend of 1.25 Singapore cents per ordinary shares for the financial year ended June 30, 2021.
    The motion was put to vote by way of a poll.
    Based on the proxy votes received, there were 57,250,675 shares voting for the motion, representing 100.00% of the total number of shares voting for and against the motion, and 0 shares voting against the motion, representing 0.00% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 2 was resolved by a unanimous vote:
    "That the tax-exempt(one-tier) final dividend of 0.75 Singapore cents per ordinary share and tax exempt (one-tier) special final dividend of 1.25 Singapore cents per ordinary shares for the financial year ended June 30, 2021 be and is hereby approved."
  1. Ordinary Resolution 3
    To approve the payment of Directors' fees of S$136,000 for the financial year ended June 30, 2021.
    The motion was put to vote by way of a poll.
    Based on the proxy votes received, there were 57,250,675 shares voting for the motion, representing 100.00% of the total number of shares voting for and against the motion, and 0 shares voting against the motion, representing 0.00% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 3 was resolved by a unanimous vote:
    "That the payment of Directors' fees of S$136,000 for the financial year ended June 30, 2021 be and is hereby approved."
  2. Ordinary Resolution 4
    To re-appoint Deloitte & Touche LLP as the Company's Auditors and to authorize the Directors of the Company to fix their remuneration.
    The motion was put to vote by way of a poll.
    Based on the proxy votes received, there were 57,250,675 shares voting for the motion, representing 100.00% of the total number of shares voting for and against the motion, and 0 shares voting against the motion, representing 0.00% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 4 was resolved by a unanimous vote:
    "That Deloitte & Touche LLP be and is hereby re-elected as the Company's Auditors and the
    Directors of the Company be and are hereby authorized to fix their remuneration."
  3. Ordinary Resolution 5
    To re-elect Mr James Koh Jyh Gang who is retiring pursuant to Regulation 89 of the Company's Constitution.
    The Meeting noted that Mr James Koh Jyh Gang will, upon re-election as a Director of the Company, remain as the Executive Chairman and Chief Executive Office of the Company.
    The motion was put to vote by way of a poll.
    Based on the proxy votes received, there were 56,845,675 shares voting for the motion, representing 99.29% of the total number of shares voting for and against the motion, and 405,000 shares voting against the motion, representing 0.71% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 5 was resolved by a majority vote:
    "That Mr James Koh Jyh Gang, who is retiring by rotation pursuant to Regulation 89 of the
    Company's Constitution, be and is hereby re-elected as a Director of the Company."
  4. Ordinary Resolution 6
    To re-elect Mr Chan Wah Tiong who is retiring pursuant to Regulation 89 of the Company's
    Constitution.

The Meeting noted that conditional upon passing of Ordinary Resolution 7 and Ordinary Resolution 8, Mr Chan Wah Tiong, if re-elected and appointed as a Director of the Company, will remain as an Independent Non-Executive Director and a member of the Audit Committee, the Nominating and Governance Committee and the Remuneration Committee. Mr Chan Wah Tiong will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX- ST.

The motion was put to vote by way of a poll.

Based on the proxy votes received, there were 57,227,275 shares voting for the motion, representing 99.96% of the total number of shares voting for and against the motion, and 23,400 shares voting against the motion, representing 0.04% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 6 was resolved by a majority vote:

"That conditional upon passing of Ordinary Resolutions 7 and 8, Mr Chan Wah Tiong, who is retiring by rotation pursuant to Regulation 89 of the Company's Constitution, be and is hereby reelected as a Director of the Company."

  1. Ordinary Resolution 7
    The meeting noted that Resolution 7 deals with Mr Chan Wah Tiong's continued appointment as an Independent Director of the Company pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST which will take effect from January 1, 2022.
    The meeting noted that conditional upon passing of Ordinary Resolution 6 and Ordinary Resolution 8, if Ordinary Resolution 7 is passed, Mr Chan Wah Tiong will remain as an Independent Non-Executive Director and a member of the Audit Committee, the Nominating and Governance Committee and the Remuneration Committee.
    The motion was put to vote by way of a poll.
    Based on the proxy votes received, there were 57,227,275 shares voting for the motion, representing 99.96% of the total number of shares voting for and against the motion, and 23,400 shares voting against the motion, representing 0.04% of the total number of shares voting for and against the motion. Accordingly, Ordinary Resolution 7 was resolved by a majority vote:
    "That conditional upon passing of Ordinary Resolution 6 and Ordinary Resolution 8, Mr Chan Wai Tiong's continued appointment as an Independent Director pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST be and is hereby approved. This Resolution shall remain in force until the earlier of Mr Chan Wai Tiong's retirement or resignation, or the conclusion of the third Annual
    General Meeting following the passing of this Resolution."
  2. Ordinary Resolution 8
    The meeting noted that Resolution 8 deals with Mr Chan Wah Tiong's continued appointment as an Independent Director of the Company pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST Rules which will take effect from January 1, 2022.
    The meeting noted that Conditional upon passing of Ordinary Resolution 6 and Ordinary Resolution 7, if Ordinary Resolution 8 is passed, Mr Chan Wah Tiong will remain as an Independent Non-Executive Director and a member of the Audit Committee, the Nominating and Governance Committee and the Remuneration Committee.

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Koda Ltd. published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2021 09:29:05 UTC.