Q & M DENTAL GROUP (SINGAPORE) LIMITED Q & M DENTAL GROUP (SINGAPORE) LIMITED (Company Registration No. 200800507R)
(Incorporated in the Republic of Singapore)
(the "Company")
Minutes of the Annual General Meeting of the Company ("AGM" or the "Meeting")
Date | : Monday, 26 April 2021 |
Time | : 3.00 p.m. |
Place | : By electronic means |
Present | : As per attendance sheets maintained by the Company |
Chairman | : Mr Narayanan Sreenivasan (the "Chairman" or "NS") | Resolutions 1 to 3, 5, 6 and 9 to 12 |
Mr Ng Weng Sui Harry ("HN") | Resolutions 4, 7 and 8 | |
QUORUM | |
On behalf of the Company's board of directors (the "Board"), the Chairman welcomed the shareholders who had joined the Meeting via electronic means. He regretted that the Company was still unable to hold the AGM physically due to the Covid-19 pandemic.
The Chairman then introduced the members of the Board and key management personnel of the Company, who were present at the Meeting.
With the presence of the requisite quorum, the Chairman called the Meeting to order.
NOTICE OF MEETING
The notice convening the Meeting was taken as read.
The Chairman informed that the Company had received proxy forms (with specific voting instructions) from shareholders appointing the Chairman of the Meeting as their proxy.
POLLING PROCESS
The Chairman informed that all proposed resolutions at the Meeting be voted by way of poll and Janusys Consultants Pte. Ltd., the appointed scrutineer for the AGM, had independently checked and verified the validity of the proxy forms and votes received by the Company before the Meeting. Results of the poll for each resolution would be announced during the Meeting.
QUESTIONS
The Chairman informed that the Company had received questions from the shareholders as well as the Securities Investors Association (Singapore) ("SIAS") on the resolutions to be tabled at the AGM prior to the Meeting. The Company had addressed the substantial and relevant questions through its announcement released to the Singapore Exchange Securities Trading Limited ("SGX-ST") and the Company's website on 22 April 2021. The Company's responses to these questions would also be read out after all the motions had been dealt with.
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Q & M DENTAL GROUP (SINGAPORE) LIMITED (200800507R)
Minutes of Annual General Meeting held on 26 April 2021
MEETING AGENDA
RESOLUTION 1
Directors' Statement and Audited Financial Statements for the
Financial Year Ended 31 December 2020 together with the Auditors' Report thereon
The Meeting proceeded to receive and consider the directors' statement and audited financial statements for the financial year ended 31 December 2020 together with the auditors' report thereon.
The following ordinary resolution was proposed by the Chairman:
"That the directors' statement and audited financial statements of the Company for the financial year ended 31 December 2020 together with the auditors' report thereon be hereby received and adopted."
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 528,804,691 | 100.0000% |
Against | 0 | 0.000% |
By all votes received in favour of the resolution, the Chairman declared the resolution duly carried.
RESOLUTION 2
Final Dividend of 0.5 cents per Ordinary Share for the Financial Year Ended 31 December 2020
The following ordinary resolution was proposed by the Chairman:
"That the final tax exempt (1-tier) dividend of 0.5 cents per ordinary share, be paid for the financial year ended 31 December 2020, be hereby approved."
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 529,016,891 | 100.0000% |
Against | 0 | 0.0000% |
By all votes received in favour of the resolution, the Chairman declared the resolution duly carried.
It was noted that the total dividend (interim, special and final dividends) declared by the Company in respect of the financial year ended 31 December 2020 was 3.4 cents per ordinary share.
RESOLUTION 3
Payment of Directors' Fees of S$246,000/- for the Financial Year Ended 31 December 2020
The Chairman explained that the directors' fees were for the 3 independent directors of the Company.
The Chairman expressed his appreciation to all members of the Board for their contribution and a special appreciation was extended to Mr Chik Wai Chiew ("CWC"), who is also the representative of Heritas Helios Investments Pte. Ltd., a substantial shareholder of the Company, for willing to act as a non-independent non- executive director of the Company at no fee.
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Q & M DENTAL GROUP (SINGAPORE) LIMITED (200800507R)
Minutes of Annual General Meeting held on 26 April 2021
The following ordinary resolution was proposed by the Chairman:
"That the payment of directors' fees of S$246,000/- for the financial year ended 31 December 2020 be hereby approved."
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 529,016,891 | 100.0000% |
Against | 0 | 0.0000% |
By all votes received in favour of the resolution, the Chairman declared the resolution duly carried.
RESOLUTION 4
Re-election of Mr Narayanan Sreenivasan as Director
As the Chairman was due to retire under article 104 of the Company's constitution, the chair was passed to HN.
HN proposed:
"That Mr Narayanan Sreenivasan, who retires under article 104 of the Company's constitution, be hereby reelected director of the Company."
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 529,016,891 | 100.0000% |
Against | 0 | 0.0000% |
By all votes received in favour of the resolution, HN declared the resolution duly carried. HN then handed the chair back to NS to continue with the proceedings of the Meeting.
RESOLUTION 5
Re-election of Mr Chik Wai Chiew as Director
The Chairman proposed:
"That Mr Chik Wai Chiew, who retires under article 104 of the Company's constitution, be hereby re-elected director of the Company."
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 528,786,291 | 99.9564% |
Against | 230,600 | 0.0436% |
By a majority votes received in favour of the resolution, the Chairman declared the resolution duly carried. (The remainder of this page is intentionally left blank.)
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Q & M DENTAL GROUP (SINGAPORE) LIMITED (200800507R)
Minutes of Annual General Meeting held on 26 April 2021
RESOLUTION 6
Re-Appointment of Messrs RSM Chio Lim LLP as Auditors
The Chairman informed that Messrs RSM Chio Lim LLP had expressed their willingness to continue in office.
Thereupon, the Chairman proposed:
"That Messrs RSM Chio Lim LLP be hereby re-appointed as auditors of the Company for the financial year ending 31 December 2021 at a fee to be agreed upon with the directors and to hold office until the conclusion of the next annual general meeting."
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 529,016,891 | 100.0000% |
Against | 0 | 0.0000% |
By all votes received in favour of the resolution, the Chairman declared the resolution duly carried.
RESOLUTION 7
Approval for Continued Appointment of Mr Narayanan Sreenivasan as Independent Director
The Chairman explained that the next 4 items on the agenda were to approve the continued appointment of HN and himself (who have served as independent directors of the Company for more than nine consecutive years) as independent directors of the Company via a two-tier voting process pursuant to rule 210(5)(d)(iii) of the Mainboard Rules of the SGX-ST, which would come into effect on 1 January 2020 ("Rule 210(5)(d)(iii)"). These resolutions, if approved, would allow them to continue to serve as independent directors of the Company for a three-year term.
As resolutions 7 and 8 dealt with the continued appointment of the Chairman, NS accordingly passed the chair to HN.
HN proceeded to propose:
"That, contingent upon the passing of ordinary resolutions 4 and 8 herein, the members do hereby approve the continued appointment of Mr Narayanan Sreenivasan as an independent director of the Company, for purposes of rule 210(5)(d)(iii) of the Listing Manual of the Singapore Exchange Securities Trading Limited (which will take effect on 1 January 2022) and that the authority conferred by this resolution shall continue in force until the earlier of the following:
- the retirement or resignation of Mr Narayanan Sreenivasan as a director of the Company; or
- the conclusion of the third annual general meeting of the Company following the passing of this resolution.
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 529,016,891 | 100.0000% |
Against | 0 | 0.0000% |
By all votes received in favour of the resolution, HN declared the resolution duly carried.
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Q & M DENTAL GROUP (SINGAPORE) LIMITED (200800507R)
Minutes of Annual General Meeting held on 26 April 2021
RESOLUTION 8
Approval for Continued Appointment of Mr Narayanan Sreenivasan as Independent Director by Members (Excluding Directors, Chief Executive Officer, and their Associates)
Resolution 8 was to propose:
"That, contingent upon the passing of ordinary resolutions 4 and 7 herein, the members (excluding the directors of the Company, chief executive officer of the Company, and their associates) do hereby approve the continued appointment of Mr Narayanan Sreenivasan as an independent director of the Company, for purposes of rule 210(5)(d)(iii) of the Listing Manual of the Singapore Exchange Securities Trading Limited (which will take effect on 1 January 2022) and that the authority conferred by this resolution shall continue in force until the earlier of the following:
- the retirement or resignation of Mr Narayanan Sreenivasan as a director of the Company; or
- the conclusion of the third annual general meeting of the Company following the passing of this resolution.
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 100,137,615 | 100.0000% |
Against | 0 | 0.0000% |
By all votes received in favour of the resolution, HN declared the resolution duly carried.
The chair was passed back to NS.
RESOLUTION 9
Approval for Continued Appointment of Mr Ng Weng Sui Harry as Independent Director
The Chairman thanked HN and proceeded to the next agenda item.
The Chairman proposed:
"That, contingent upon the passing of ordinary resolution 10 herein, the members do hereby approve the continued appointment of Mr Ng Weng Sui Harry as an independent director of the Company, for purposes of rule 210(5)(d)(iii) of the Listing Manual of the Singapore Exchange Securities Trading Limited (which will take effect on 1 January 2022) and that the authority conferred by this resolution shall continue in force until the earlier of the following:
- the retirement or resignation of Mr Ng Weng Sui Harry as a director of the Company; or
- the conclusion of the third annual general meeting of the Company following the passing of this resolution.
The results of the poll for the motion were as follows:
Votes | No. of Votes | Percentage |
For | 528,546,291 | 99.9564% |
Against | 230,600 | 0.0436% |
By a majority votes received in favour of the resolution, the Chairman declared the resolution duly carried.
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Q & M Dental Group (Singapore) Limited published this content on 25 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2021 11:28:00 UTC.
