Annual General Meeting To Be Held on 15 May 2020
- Background. Singapore Technologies Engineering Ltd (“ST Engineering” or the “Company”) refers to:
- its announcement of 6 April 2020 stating that the Annual General Meeting (“AGM”) originally scheduled for 23 April 2020 would be deferred as a result of a series of announcements by the Ministerial Task Force on Covid-19 culminating in the enhanced measures and restrictions announced on 3 April 2020;
- its announcement of 9 April 2020 on the automatic time extension of 60 days provided by SGX Regco and ACRA to issuers with financial year-ends on or before 31 March 2020 to hold their annual general meetings;
- 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; and
- the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “Order”) which was gazetted on 13 April 2020, and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies.
- Date, time and conduct of AGM. ST Engineering is pleased to announce that pursuant to the Order, its AGM will be convened and held by way of electronic means, on Friday, 15 May 2020 at 2.30 p.m. (Singapore time).
Our Board Chairman, Mr Kwa Chong Seng, and our President and CEO, Mr Vincent Chong, will conduct the proceedings of the AGM and address substantial and relevant questions which shareholders have submitted in advance. - Notice of AGM and proxy form. The Notice of AGM and proxy form will be sent to shareholders solely by electronic means via publication on our corporate website and will also be made available on the SGX website [1]. Printed copies of these documents will not be sent to shareholders.
- No personal attendance at AGM. Due to the current Covid-19 restriction orders in Singapore, shareholders will not be able to attend the AGM in person.
- Alternative arrangements for participation at the AGM. Shareholders may participate at the AGM by:
- observing and/or listening to the AGM proceedings via live audio-visual webcast or live audio-only stream;
- submitting questions in advance of the AGM; and/or
- appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the AGM.
Details of the steps for pre-registration, pre-submission of questions and voting at the AGM are set out in the Appendix to this announcement.
- Persons who hold shares through relevant intermediaries. Persons who hold ST Engineering shares through relevant intermediaries (as defined in section 181 of the Companies Act, Chapter 50), including CPF and SRS investors, and who wish to participate in the AGM by:
- observing and/or listening to the AGM proceedings via live audio-visual webcast or live audio-only stream;
- submitting questions in advance of the AGM; and/or
- appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the AGM,
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 for the necessary arrangements to be made for their participation in the AGM.
- Annual Report 2019 and Letter to Shareholders. The Annual Report 2019 (and updated shareholding statistics as at 1 April 2020) and the Letter to Shareholders dated 23 April 2020 (in relation to the proposed change of auditor, the proposed renewal of the mandate for interested person transactions, the proposed renewal of the share purchase mandate and the proposed adoption of the Singapore Technologies Engineering Performance Share Plan 2020 and the Singapore Technologies Engineering Restricted Share Plan 2020) have been published on our corporate
website, and may be accessed as follows:- the Annual Report 2019 (and updated shareholding statistics as at 1 April 2020) may be accessed at the URL https://www.stengg.com/en/investor-relations/annual-reports by clicking on the links for “Annual Report 2019” and “Shareholding Statistics as at 1 April 2020” respectively; and
- the Letter to Shareholders dated 23 April 2020 may be accessed at the URL https://www.stengg.com/en/investor-relations/23rd-annual-general-meeting/ by clicking on the link for “Letter to Shareholders FY2019” under “AGM-related documents”.
- Record and payment dates for final dividend. The Register of Members and Share Transfer Books of the Company will be closed on 22 May 2020 for the preparation of dividend warrants. Duly completed transfers in respect of ordinary shares of the Company together with all relevant documents of title received by the Company’s Share Registrar, M & C Services Private Limited, 112 Robinson Road #05-01 Singapore 068902 up to 5 p.m. on 21 May 2020 will be registered to determine shareholders’ entitlements to the proposed dividend, subject to approval of shareholders to the proposed dividend at the AGM to be convened and held on 15 May 2020. Subject as aforesaid, shareholders whose securities accounts with The Central Depository (Pte) Limited are credited with ordinary shares of the Company as at 5 p.m. on 21 May 2020 will be entitled to the proposed dividend. The proposed dividend, if so approved by shareholders, will be paid on 29 May 2020.
- Key dates/deadlines. In summary, the key dates/deadlines which shareholders should take note of are set out in the table below:
Key dates Details 23 April 2020
(Thursday)Shareholders may begin to pre-register at https://www.stengg.com/en/23rd-agm/register for live audiovisual webcast/live audio-only stream of the AGM proceedings. 5 p.m. on 4 May 2020
(Monday)Deadline for CPF or SRS investors who wish to appoint the Chairman of the Meeting as proxy to approach their respective CPF Agent Banks or SRS Operators to submit their votes. 2.30 p.m. on 12 May 2020
(Tuesday)Deadline for shareholders to: - pre-register for live audio-visual webcast/live audio-only stream of the AGM proceedings;
- submit questions in advance; and
- submit proxy forms.
12 noon on 14 May 2020
(Thursday)Authenticated shareholders will receive an email which will contain user ID and password details, as well as the link to access the live audio-visual webcast and a toll-free telephone number to access the live audio-only stream of the AGM proceedings (the “Confirmation Email”).
Shareholders who do not receive the Confirmation Email by 12 noon on 14 May 2020, but have registered by the 12 May 2020 deadline should contact our Share Registrar, M & C Services Private Limited, at +65 6228 0506 (between 12 noon and 7.00 p.m. on 14 May 2020 and between 8.00 a.m. and 12 noon on 15 May 2020).Date and time of AGM -
2.30 p.m. on 15 May 2020
(Friday)- Click on the link in the Confirmation Email and enter the user ID and password to access the live audio-visual webcast of the AGM proceedings; or
- Call the toll-free telephone number in the Confirmation Email to access the live audio-only stream of the AGM proceedings.
5 p.m. on 21 May 2020
(Thursday)Record date for determining entitlements to final dividend, subject to shareholders’ approval at the AGM. 29 May 2020 (Friday) Payment date for final dividend, subject to shareholders’ approval at the AGM.
- Further information. For more information, shareholders can refer to the FAQs on our corporate website at the URL https://www.stengg.com/en/investor-relations/23rd-annual-general-meeting/, or call our hotline number at +65 6914 5010.
- Important reminder. Due to the constantly evolving Covid-19 situation in Singapore, we may be required to change our arrangements for the AGM at short notice. Shareholders should check at the URL https://www.stengg.com/en/investor-relations/23rd-annual-general-meeting/ for the latest updates on the status of the AGM.
ST Engineering would like to thank all shareholders for their patience and co-operation in enabling us to hold our AGM with the optimum safe distancing measures amidst the current Covid-19 pandemic
By order of the Board
Tan Wan Hoon
Joint Company Secretary
23 April 2020
[1] The Notice of AGM and proxy form may be accessed on our corporate website at the URL https://www.stengg.com/en/investor-relations/23rd-annual-general-meeting/ and on the SGX website at the URL https://www.sgx.com/securities/company-announcements.
APPENDIX
Steps for pre-registration, pre-submission of questions and voting at the AGM:
Shareholders will be able to observe and/or listen to the AGM proceedings through a live audio-visual webcast or live audio-only stream via their mobile phones, tablets or computers, submit questions in advance of the AGM and vote by appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the AGM.
To do so, they will need to complete the following steps:
| No. | Steps | Details |
| 1 | Pre-registration | Shareholders must pre-register at the pre-registration website at https://www.stengg.com/en/23rd-agm/register from now till 2.30 p.m. on 12 May 2020 to enable ST Engineering to verify their status as shareholders. Following the verification, authenticated shareholders will receive an email by 12 noon on 14 May 2020. The email will contain user ID and password details as well as the link to access the live audio-visual webcast and a toll-free telephone number to access the live audio-only stream of the AGM proceedings. Shareholders who do not receive an email by 12 noon on 14 May 2020, but have registered by the 12 May 2020 deadline should contact our Share Registrar, M & C Services Private Limited, at +65 6228 0506 (between 12 noon and 7.00 p.m. on 14 May 2020 and between 8.00 a.m. and 12 noon on 15 May 2020). |
| 2 | Submit questions in advance | Shareholders will not be able to ask questions at the AGM live during the webcast or audio-stream, and therefore it is important for shareholders to pre-register and submit their questions in advance of the AGM. Submission of questions. Shareholders can submit questions related to the resolutions to be tabled for approval at the AGM to the Chairman of the Meeting, in advance of the AGM, in the following manner:
Deadline to submit questions. All questions must be submitted by 2.30 p.m. on 12 May 2020. Addressing questions. We will endeavour to address substantial and relevant questions received from shareholders during the AGM through live audio-visual webcast and live audio-only stream. We will publish our responses to those questions which we are unable to address during the AGM, on our corporate website and on SGXNET prior to the AGM. Minutes of AGM. We will publish the minutes of the AGM on our corporate website and on SGXNET, and the minutes will include the responses to substantial and relevant questions from shareholders which are addressed during the AGM. |
| 3 | Submit proxy forms to vote | Appointment of Chairman of the Meeting as proxy. Shareholders (whether individual or corporate) who pre-register to observe and/or listen to the AGM proceedings and wish to vote on the resolutions to be tabled at the AGM must appoint the Chairman of the Meeting as their proxy to attend, speak and vote on their behalf at the AGM, in accordance with the instructions on the proxy form. Specific voting instructions to be given. Where shareholders (whether individual or corporate) appoint the Chairman of the Meeting as their proxy, they must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid. Submission of proxy forms. Proxy forms must be submitted in the following manner:
in either case, by 2.30p.m. on 12 May 2020. A shareholder who wishes to submit a proxy form must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above. In view of the current Covid-19 situation and the related safe distancing measures which may make it difficult for shareholders to submit completed proxy forms by post, shareholders are strongly encouraged to submit completed proxy forms electronically via email. CPF or SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5 p.m. on 4 May 2020 |
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