Megachem : Minutes Of The Annual General Meeting Held On 18 April 2022

MEGACHEM LIMITED (Company Registration No. 198803293M) (Incorporated in The Republic of Singapore)

(the "Company")

Minutes of the Annual General Meeting ("AGM" or the "Meeting") of the Company held via live webcast on Monday, 18 April 2022 at 10.00 a.m.

PRESENT:

As set out in the attendance records maintained by the Company.

CHAIRMAN

Mr Lee Bon Leong, the "Chairman" of the Meeting, took the chair and welcomed all shareholders presented at the AGM.

Shareholders were informed that the AGM was conducted by electronic means via live webcast due to COVID-19 restriction and the safe-distancing measures.

INTRODUCTION

The Chairman introduced the Board of Directors (the "Board" or the "Directors") who attended by electronic means.

QUORUM

The requisite quorum being present pursuant to the Company's Constitution, the Chairman called the Meeting to order at 10.00 a.m.

NOTICE

The Notice convening the Meeting, having been in the hands of the shareholders of the Company, and with permission of all shareholders, the Notice was taken as read.

VOTING BY POLL

The Chairman informed the Meeting that shareholders who wish to vote at this Meeting have appointed him to act as their proxy and they have directed their vote accordingly prior to this Meeting. All the proxy forms received by the Share Registrar, Tricor Barbinder Share Registration Services by the cut-off time have been verified by the Scrutineers, Entrust Advisory Pte Ltd. The voting results, which have been verified by the Scrutineer to be in order, will be announced by the Chairman during the course of this Meeting.

QUESTIONS FROM SHAREHOLDERS

The Chairman informed the Meeting that shareholders are not allowed to raise any questions during the Meeting. The Company has instead invited shareholders to submit their questions in advance of the Meeting, and have received some questions, which the Company has responded in an announcement via SGXNet on 13 April 2022.

ORDINARY BUSINESS:

RESOLUTION 1:

STATEMENT BY DIRECTORS AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 TOGETHER WITH THE INDEPENDENT AUDITOR'S REPORT

The Chairman presented the first item which was to receive and adopt the Statement by Directors and Audited Financial Statements of the Company for the financial year ended 31 December 2021 together with the Independent Auditor's Report thereon.

The motion was proposed by the Chairman of the Meeting and was put to vote by poll. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 1 was duly carried.

IT WAS RESOLVED that the Statement by Directors and Audited Financial Statements of the Company for the financial year ended 31 December 2021 together with the Independent Auditor's Report be received and adopted.

RESOLUTION 2:

DECLARATION OF A FINAL TAX EXEMPT DIVIDEND

The Board had declared and approved a Final Tax Exempt Dividend of 1.2 cent per share for the financial year ended 31 December 2021.

The motion was proposed by the Chairman of the Meeting and was put to vote by poll. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 2 was duly carried.

IT WAS RESOLVED that the Final Tax Exempt Dividend of 1.2 cent per share for the financial year ended 31 December 2021 be approved.

RESOLUTION 3:

DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2022

The Board had recommended the payment of Directors' fees of S$202,000 for the financial year ending 31 December 2022.

The motion was proposed by the Chairman of the Meeting and was put to vote by poll. The results of the poll were as follows:-

IT WAS RESOLVED that the payment of Directors' fees of S$202,000 for the financial year ending 31 December 2022 be approved.

RESOLUTION 4:

RE-ELECTION OF MR CHEW CHOON TEE AS A DIRECTOR

The Chairman informed the Meeting that Mr Chew Choon Tee who was retiring under Regulation 117 of the Company's Constitution had consented to be re-elected as a Director of the Company and Mr Chew had abstained from voting on his own re-election.

If re-elected, Mr Chew Choon Tee will continue to serve as the Managing Director and as a member of the Nominating Committee.

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 4 was duly carried.

IT WAS RESOLVED that Mr Chew Choon Tee be re-elected as a Director of the Company.

RESOLUTION 5:

RE-ELECTION OF MR CHAN KAM LOON AS A DIRECTOR

The Chairman informed the Meeting that Mr Chan Kam Loon who was retiring under Regulation 117 of the Company's Constitution had consented to be re-elected as a Director of the Company.

If re-elected, Mr Chan Kam Loon will continue to serve as an Independent Director, Chairman of the Audit Committee and as member of the Remuneration Committee and Nominating Committee. Mr Chan Kam Loon is considered independent for the purpose of Rule 704(7) of the Listing Manual of the Singapore Exchange Securities Trading Limited Section B: Rules of Catalist (the "Catalist Rules").

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 5 was duly carried.

IT WAS RESOLVED that Mr Chan Kam Loon be re-elected as a Director of the Company.

RESOLUTION 6:

TO APPROVE MR CHAN KAM LOON'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS

The Chairman informed the Meeting that Resolution 6 is to approve the continued appointment of Mr Chan Kam Loon as an Independent Director, for purposes of Rule 406(3)(d)(iii)(A) of the Catalist Rules.

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 6 was duly carried.

IT WAS RESOLVED that contingent upon the passing of Resolution 5 and Resolution 7, Mr Chan Kam Loon's continued appointment as an Independent Director of the Company in accordance with Rule 406(3)(d)(iii)(A) of the Catalist Rules be approved by all shareholders and the approval shall remain in force until the earlier of (i) the retirement or resignation of the Director; or (ii) the conclusion of the third AGM from the aforesaid approval.

RESOLUTION 7:

TO APPROVE MR CHAN KAM LOON'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES)

The Chairman informed the Meeting that Resolution 7 is to approve the continued appointment of Mr Chan Kam Loon as an Independent Director, for purposes of Rule 406(3)(d)(iii)(B) of the Catalist Rules.

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 7 was duly carried.

IT WAS RESOLVED that contingent upon the passing of Resolution 5 and Resolution 6, Mr Chan Kam Loon's continued appointment as an Independent Director of the Company in accordance with Rule 406(3)(d)(iii)(B) of the Catalist Rules be approved by all shareholders (excluding shareholders who also serve as directors or chief executive officer of the Company, and associates of such directors and chief executive officer) and the approval shall remain in force until the earlier of (i) the retirement or resignation of the Director; or (ii) the conclusion of the third AGM from the aforesaid approval.

RESOLUTION 8:

TO APPROVE DR TAY KIN BEE'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS

The Chairman informed the Meeting that Resolution 8 is to approve the continued appointment of Dr Tay Kin Bee as an Independent Director, for purposes of Rule 406(3)(d)(iii)(A) of the Catalist Rules.

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 8 was duly carried.

IT WAS RESOLVED that contingent upon the passing of Resolution 9, Dr Tay Kin Bee's continued appointment as an Independent Director of the Company in accordance with Rule 406(3)(d)(iii)(A) of the Catalist Rules be approved by all shareholders and the approval shall remain in force until the earlier of (i) the retirement or resignation of the Director; or (ii) the conclusion of the third AGM from the aforesaid approval.

RESOLUTION 9:

TO APPROVE DR TAY KIN BEE'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES)

The Chairman informed the Meeting that Resolution 9 is to approve the continued appointment of Dr Tay Kin Bee as an Independent Director, for purposes of Rule 406(3)(d)(iii)(B) of the Catalist Rules.

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 9 was duly carried.

IT WAS RESOLVED that contingent upon the passing of Resolution 8, Dr Tay Kin Bee's continued appointment as an Independent Director of the Company in accordance with Rule 406(3)(d)(iii)(B) of the Catalist Rules be approved by all shareholders (excluding shareholders who also serve as directors or chief executive officer of the Company, and associates of such directors and chief executive officer) and the approval shall remain in force until the earlier of (i) the retirement or resignation of the Director; or (ii) the conclusion of the third AGM from the aforesaid approval.

RESOLUTION 10:

RE- APPOINTMENT OF MESSRS RSM CHIO LIM LLP AS AUDITORS

The Chairman informed the Meeting that the retiring Auditors Messrs RSM Chio Lim LLP had expressed their willingness to continue in office as Auditors of the Company.

On a proposal by the Chairman of the Meeting, the motion was put to the vote. The results of the poll were as follows:-

Based on the above result, the Chairman declared that Resolution 10 was duly carried.

IT WAS RESOLVED that Messrs RSM Chio Lim LLP be re-appointed as Auditors of the Company until the next AGM at a remuneration to be fixed by the Directors.

OTHER ROUTINE BUSINESS

As there were no further routine business, the Chairman proceeded with the special business.

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