KORI HOLDINGS LIMITED
(Company Registration No.: 201212407R)
(Incorporated in the Republic of Singapore)
IMPORTANT NOTICE TO SHAREHOLDERS REGARDING THE COMPANY’S EXTRAORDINARY GENERAL MEETING ON 15 SEPTEMBER 2022 AT 2.00 P.M.
- NO DESPATCH OF PRINTED COPIES OF NOTICE OF EXTRAORDINARY GENERAL MEETING, PROXY FORM AND CIRCULAR TO SHAREHOLDERS DATED 31 AUGUST 2022 (“CIRCULAR”)
- NO PHYSICAL ATTENDANCE AT EXTRAORDINARY GENERAL MEETING
- ALTERNATIVE ARRANGEMENTS TO PARTICIPATE AT EXTRAORDINARY GENERAL MEETING
The board of directors (the “Board“) of Kori Holdings Limited (the “Company” and together with its subsidiaries, the “Group“) refers to:
- the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means;
the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “Relevant Order“) which was gazetted on
13 April 2020 and is deemed to have come into effect on 27 March 2020, and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies;
the joint statement by the Accounting and Corporate Regulatory Authority,
Monetary Authority of Singapore and Singapore Exchange Regulation (“SGX RegCo“) on 13 April 2020 (and subsequently updated on 27 April 2020, 22 June
2020 and 1 October 2020) which provides guidance on the conduct of general meetings amid the evolving COVID-19 situation; and
- the Regulator’s Column issued by the SGX RegCo on 16 December 2021 which provides guidance on the submission of questions by shareholders prior to the closing date and time for the lodgment of the proxy forms.
CONDUCT, DATE AND TIME OF EXTRAORDINARY GENERAL MEETING
Pursuant to the Relevant Order, the Company wishes to inform Members that its Extraordinary General Meeting (“EGM“) will be convened and held by way of electronic means on Thursday, 15 September 2022 at 2.00 p.m.
NOTICE OF EGM AND PROXY FORM AND THE CIRCULAR
In line with the provisions under the Relevant Order, printed copies of the Notice of EGM dated 31 August 2022 (“Notice of EGM“), the proxy form and the Circular in respect of the EGM will not be despatched to Shareholders.
A copy of the Notice of EGM, the proxy form and the Circular has been uploaded on SGXNet and the Company’s website.
Members will need an internet browser and PDF reader to view these documents on SGXNet and the Company’s website.
Members are advised to read the Notice of EGM carefully in order to decide whether they should vote in favour of or against the ordinary resolution, or to abstain from voting on the ordinary resolution, to be tabled at the EGM.
NO PHYSICAL ATTENDANCE AT THE EGM
As part of the Company’s efforts to minimise the risk of community spread of
COVID-19, the EGM will be held by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 released on 7 April 2020. Members will not be able to attend the Meeting in person.
Instead, alternative arrangements have been put in place to allow members to participate at the EGM by:
- observing the proceedings of the EGM via a “live” webcast (“Live Webcast“) or listening to these proceedings through a “live” audio feed (“Audio Only Means“);
- submitting questions relating to the resolution to be tabled at the EGM in advance of the EGM;
- submitting text-based questions during the Live Webcast of the EGM;
- appointing a proxy or proxies to attend and vote on their behalf at the EGM; and
- participating in the live voting during the Live Webcast of the EGM.
Please see paragraph 5 below for these alternative arrangements.
5. ALTERNATIVE ARRANGEMENTS
The following are the alternative arrangements which have been put in place for the EGM:
a) Live Webcast and Audio Only Means
The Company will conduct the proceedings of the EGM by way of electronic means. Members will be able to watch these proceedings through a Live Webcast via their mobile phones, tablets or computers or listen to these proceedings through Audio Only Means via telephone.
In order to do so, a member of the Company who wishes to watch the Live Webcast or listen via the Audio Only Means must register by 2.00 p.m. on 12
September 2022 (“Registration Deadline“), at the URL https://conveneagm.com/sg/koriEGM2022, for the Company to authenticate his/her/its status as member.
Please note that members of the Company may access the URL for registration from 31 August 2022 onwards.
Following successful authentication of his/her/its status as members of the Company, authenticated members of the Company will receive email instructions (“Confirmation Email“) on how to access the Live Webcast and Audio Only Means to observe the proceedings of the EGM, by 12.00 p.m. on 14 September 2022. Members who have registered by the Registration Deadline but do not receive the Confirmation Email by 12.00 p.m. on 14 September 2022 may contact the Company for assistance at (65) 6856 7330 or email firstname.lastname@example.org.
b) Question and answer
Members (including CPF and SRS investors) who have registered and have been authenticated as members of the Company will be able to ask questions relating to the resolution to be tabled for approval at the Meeting during the Meeting by submitting text-based questions by clicking the “Ask a Question” feature and then clicking “Type your Question” to input queries in the questions text box. The Company will endeavour to respond to such queries during the Meeting as far as reasonably practicable.
Members may also submit questions relating to the resolution to be tabled for approval at the Meeting in advance of the Meeting. To do so, all questions must be submitted by 2.00 p.m. on 8 September 2022,
- by post to the Company’s office at 11 Sims Drive, #06-01 SCN Centre, Singapore 387385, attention to Kori EGM;
- by email to email@example.com; or
- via website at the URL https://conveneagm.com/sg/koriEGM2022.
Members will need to identify themselves when posing questions by email or by post by providing the following details:
- the Member’s full name as it appears on his/her/its CDP/CPF/SRS share records;
- the Member’s NRIC/Passport/UEN number;
- the Member’s contact number and email address; and
- the manner in which the Member holds his/her/its Shares in the Company (e.g. via CDP, CPF or SRS).
Please note that the Company will not be able to answer questions from persons who provide insufficient details to enable the Company to verify his/her/its Member status.
The Company will endeavour to address all substantial and relevant questions submitted in advance of the EGM by publishing the responses to such
questions on SGXNet and the Company’s website at https://www.kori.com.sg/latestnews.html/, by 2.00 p.m. on 10 September 2022.
Where substantially similar questions are received, we will consolidate such questions and consequently not all questions may be individually addressed.
After the cut-off time for the submission of questions, any subsequent clarifications sought or follow-up questions will be addressed at the EGM.
The Company will, within one (1) month after the date of the EGM, publish the minutes of the EGM on SGXNet and the Company’s website, and the minutes will include the responses to the substantial and relevant questions addressed at the EGM.
- Live voting will be conducted during the EGM for Members attending the EGM. It is important for Members to have their own web-browser enabled devices for voting during the EGM.
- Members will be required to log-in via the email address which they have provided during the registration or as indicated in the Proxy Form.
- Live voting by Members who attends the EGM: Members attending the EGM may cast their votes in real time for the resolution to be tabled via the Live Webcast through the login credentials created during registration. Members will have the opportunity to cast their votes via the live voting feature. Members must have a web-browserenabled device in order to cast their vote.
Live voting via proxy: Members who wish to appoint a proxy(ies) (other than the Chairman of the Meeting) must, in addition to completing and submitting an instrument appointing a proxy(ies), register their appointed
proxy(ies) via the registration website at the URL https://conveneagm.com/sg/koriEGM2022.
- Voting via appointing the Chairman of the EGM as Proxy: As an alternative to the above, members may also vote at the EGM by appointing the Chairman of the EGM as his/her/its proxy to vote on his/her/its behalf. Members (whether individual or corporate) appointing the Chairman of the EGM as proxy must give specific instructions as to voting, or abstentions from voting, in the proxy form, failing which the appointment will be treated as invalid.
The proxy form can be submitted to the Company in hard copy form, by email or via the registration website:
– if in hard copy and sent by post, the proxy form must be deposited at the Share Registrar’s Office, Tricor Barbinder Share Registration Services, 80 Robinson Road, #11-02, Singapore 068898; or
– if by email, the proxy form must be received by the Share Registrar at firstname.lastname@example.org; or
– via the registration website at the URL https://conveneagm.com/sg/koriEGM2022
in either case, not less than seventy-two (72) hours before the time for holding the EGM, by 2.00 p.m. on 12 September 2022 and in default the instrument of proxy shall not be treated as valid.
- Persons who hold their Shares through relevant intermediaries as defined in Section 181 of the Companies Act 1967 (including CPF or SRS investors) and who wish to participate in the EGM (“Relevant Intermediary Participants“) by:
- observing and/or listening to the EGM proceedings via the Live Webcast or the Audio Only Means in the manner provided in paragraph 5(a) above;
- submitting questions in advance of the EGM in the manner provided in paragraph 5(b) above; and/or
- voting at the EGM (i) “live” via electronic means; or (ii) by appointing the Chairman of the Meeting as proxy to vote on their behalf at the EGM,
should contact the relevant intermediary (which would include, in the case of CPF and SRS investors, their respective CPF Agent Banks and SRS Operators) through which they hold such shares as soon as possible in order to facilitate the necessary arrangements for them to participate in the EGM.
CPF or SRS investors who wish to appoint the Chairman of the EGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 2.00 p.m. on 5 September 2022 in order to allow sufficient time for their relevant intermediaries to in turn submit a proxy form to appoint the Chairman of the EGM to vote on their behalf not less than seventy-two (72) hours before the time for holding the EGM.
- Completion and return of the instrument of proxy(ies) does not preclude a member from attending, speaking and voting at the EGM.
Important reminder: The Company would like to remind members that, with the constantly evolving COVID-19 situation in Singapore, the situation is fluid and the Company may be required to change its EGM arrangements at short notice. Members should check the above URL and SGXNet for updates on the EGM.
The Company would like to thank all members for their patience and co-operation in enabling the Company to hold its EGM with measures to minimise the risk of the spread of COVID-19.
By Order of the Board
KORI HOLDINGS LIMITED
For and on behalf of the Board of Directors Hooi Yu Koh
Executive Chairman and Chief Executive Officer 31 August 2022
This is an excerpt of the original content. To continue reading it, access the original document here.
KORI Holdings Ltd. published this content on 31 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 September 2022 02:00:05 UTC.
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