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Advanced Holdings Ltd. — Proxy Solicitation & Information Statement 2026
Apr 10, 2026
74198_rns_2026-04-10_2ac37b61-12ad-4e84-bf99-c256201d6a84.pdf
Proxy Solicitation & Information Statement
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ADVANCED HOLDINGS LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number: 200401856N)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 22nd Annual General Meeting (“ AGM ”) of Advanced Holdings Ltd. (the “ Company ”) will be held at NUSS Kent Ridge Guild House, 9 Kent Ridge Drive Singapore 119241 on Monday, 27 April 2026 at 2.00 p.m. to transact the businesses set out below.
This Notice has been made available on SGXNet and the Company’s website and may be accessed at the URL https://advancedholdings.com/announcements/.
ORDINARY BUSINESS
| 1. | To receive and adopt the Audited Financial Statements for the fnancial year ended 31 December 2025 together with the Directors’ Statement and the Auditor’s Report of the Company. |
(Resolution 1) |
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| 2. | To re-elect as a Director, Mr Danny Lien Chong Tuan, who is retiring under Regulation 91 of the Company’s Constitution. |
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| (See Explanatory Note (i)) | (Resolution 2) | |
| 3. | To re-elect as a Director, Mr Ang Meng Hai Markus David, who is retiring under Regulation 91 of the Company’s Constitution. |
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| (See Explanatory Note (ii)) | (Resolution 3) | |
| 4. | To re-elect as a Director, Ms Giam Ban Ian Giselia, who is retiring under Regulation 97 of the Company’s Constitution. |
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| (See Explanatory Note (iii)) | (Resolution 4) | |
| 5. | To re-elect as a Director, Mr Frederik Christoph Groth who is retiring under Regulation 97 of the Company’s Constitution. |
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| (See Explanatory Note (iv)) | (Resolution 5) | |
| 6. | To appoint Mr Pang Gerald as a Director of the Company. | |
| (See Explanatory Note (v)) | (Resolution 6) | |
| 7. | To note the retirement of Dr Wong Kar King who will be retiring as a Director of the Company upon the conclusion of the AGM. |
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| 8. | To approve directors’ fees of S$105,000 for the fnancial year ending 31 December 2026 to be paid quarterly in arrears (FY2025: S$100,000). |
(Resolution 7) |
| 9. | To re-appoint Messrs Nexia Singapore PAC as the Auditors of the Company, to hold offce until the conclusion of the next annual general meeting and to authorise the Directors of the Company to fx their remuneration. |
(Resolution 8) |
| 10. | To transact any other business that may be transacted at an annual general meeting. |
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SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions (with or without modifications) as Ordinary Resolutions:
ORDINARY RESOLUTION
11. Share Issue Mandate
“That pursuant to Section 161 of the Companies Act 1967 (“ Act ”) and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (“ Catalist Rules ”), the Directors of the Company be authorised and empowered to:
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(a) (i) issue shares in the Company (“ shares ”) whether by way of rights, bonus or otherwise; and/or
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(ii) make or grant offers, agreements or options (collectively “ Instruments ”) that might or would require shares to be issued, including but not limited to the creation or issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares,
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at any time and upon such terms and conditions, for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and
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(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force,
provided always that:
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(I) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (II) below), of which the aggregate number of shares to be issued other than on a pro rata basis to the Shareholders of the Company shall not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (II) below);
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(II) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (I) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the Company at the time of the passing of this Resolution, after adjusting for:
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(aa) new shares arising from the conversion or exercise of any convertible securities which are issued and outstanding or subsisting at the time of the passing of this Resolution;
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(bb) new shares arising from exercising share options or vesting of share awards which are issued and outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of Catalist Rules; and
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(cc) any subsequent bonus issue, consolidation or subdivision of shares;
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(III) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and
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(IV) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.”
(See Explanatory Note (vi))
(Resolution 9)
- To approve a one-time ex-gratia payment of S$770,000 to be paid fully in cash, to the Managing Director of the Company, Dr Wong Kar King, who will be retiring upon conclusion of the AGM.
(see Explanatory Note (vii))
(Resolution 10)
By Order of the Board
Dr Wong Kar King Managing Director 10 April 2026
Explanatory Note:
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(i) Ordinary Resolution 2 in item 2 above is to re-elect Mr Danny Lien Chong Tuan as Director of the Company, who is retiring by rotation under regulation 91 of the Company’s Constitution. Mr Danny Lien Chong Tuan will, if re-elected, remain as an Independent Director, Chairman of Remuneration Committee and members of Audit and Nominating Committees. The Board considers Mr Danny Lien Chong Tuan to be independent for the purposes of Rule 704(7) of the Catalist Rules. Detailed information of Mr Danny Lien Chong Tuan, including information as set out in Appendix 7F of the Catalist Rules can be found under the “Additional Information on Directors Seeking Re-election/Appointment at the AGM” section of the Company’s Annual Report.
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(ii) Ordinary Resolution 3 in item 3 above is to re-elect Mr Ang Meng Hai Markus David as Director of the Company, who is retiring by rotation under regulation 91 of the Company’s Constitution. Mr Ang Meng Hai Markus David will, if re-elected, remain as a Non-Executive Director and members of Nominating and Remuneration Committee. Detailed information of Mr Ang Meng Hai Markus David, including information as set out in Appendix 7F of the Catalist Rules can be found under the “Additional Information on Directors Seeking Re-election/Appointment at the AGM” section of the Company’s Annual Report.
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(iii) Ordinary Resolution 4 in item 4 above is to re-elect Ms Giam Ban Ian Giselia as Director of the Company, who is retiring under Regulation 97 of the Company’s Constitution. Ms Giam Ban Ian Giselia will, if re-elected, remain as an Independent Director, Chairman of Audit Committee and members of Nominating and Remuneration Committees. The Board considers Ms Giam Ban Ian Giselia to be independent for the purposes of Rule 704(7) of the Catalist Rules. Detailed information of Ms Giam Ban Ian Giselia, including information as set out in Appendix 7F of the Catalist Rules can be found under the “Additional Information on Directors Seeking Re-election/Appointment at the AGM” section of the Company’s Annual Report.
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(iv) Ordinary Resolution 5 in item 5 above is to re-elect Mr Frederik Christoph Groth as Director of the Company, who is retiring under Regulation 97 of the Company’s Constitution. Mr Frederik Christoph Groth will, if re-elected, remain as an Independent Director of the Company and members of Audit, Nominating and Remuneration Committees. The Board considers Mr Frederik Christoph Groth to be independent for the purposes of Rule 704(7) of the Catalist Rules. Detailed information of Mr Frederik Christoph Groth, including information as set out in Appendix 7F of the Catalist Rules can be found under the “Additional Information on Directors Seeking Re-election/Appointment at the AGM” section of the Company’s Annual Report.
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(v) Ordinary Resolution 6 in item 6 above is to appoint Mr Pang Gerald as Director of the Company. Mr Pang Gerald will, if appointed, be designated as the Executive Director and Chief Executive Officer of the Company. Detailed information of Mr Pang Gerald, including information as set out in Appendix 7F of the Catalist Rules can be found under the “Additional Information on Directors Seeking Re-election/Appointment at the AGM” section of the Company’s Annual Report.
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- (vi) Ordinary Resolution 9 in item 11 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro-rata basis to existing shareholders of the Company.
For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares and subsidiary holdings) will be calculated based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares.
- (vii) Ordinary Resolution 10 in item 12 above relates to the proposed one-time ex-gratia payment of S$770,000 (the “ WKK Ex-Gratia Payment ”), to be paid fully in cash, to Dr Wong Kar King (“ Dr Wong ”), who is retiring upon the conclusion of the AGM, in recognition of his past services to the Company and its subsidiaries (the “ Group ”). The WKK Ex-gratia Payment is not a contractual entitlement due to Dr Wong and should not be regarded to be a part of Dr Wong’s remuneration. Ordinary Resolution 10, if passed, will empower the Directors of the Company, to complete, do and/or procure to be done all such acts and things including, without limitation, to give full effect to this Resolution.
Dr Wong being a Director of the Company is an Interested Person and the WKK Ex-gratia Payment is deemed to be an Interested Person Transaction (“ IPT ”) under Chapter 9 of the Catalist Rules. The WKK Ex-gratia Payment represents approximately 2.98% of the latest announced audited net tangible assets value (“ NTA ”) of the Group as at 31 December 2025 of S$25,832,000. The value of the WKK Ex-gratia Payment does not exceed the 3% threshold against the NTA and accordingly, no announcement of the WKK EX-gratia Payment nor shareholder’s approval is required for the WKK Ex-gratia Payment pursuant to Chapter 9 of the Catalist Rules.
Notwithstanding the above, the Company voluntarily disclosed (via an announcement released on SGXNet on 25 March 2026) and is also tabling the WKK Ex-gratia Payment for shareholders’ approval at the AGM to ensure transparency and good corporate governance so that shareholders would have the opportunities to raise queries and vote on the WKK Ex-gratia Payment. Dr Wong and his associates will abstain on voting on such resolution.
Under Section 168(1) of the Act, it is not lawful for the Company to make to any director, any compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office, unless the particulars of the proposed payment has been disclosed to the members of the Company and approved by the Company at a general meeting. However, Section 168(5) of the Act provides for exceptions where Section 168(1) of the Act shall not apply, including where the payment is a bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death. Accordingly, the WKK Ex-gratia Payment, which does not exceed the total emoluments of Dr Wong in the 3 years immediately preceding his retirement, falls under the exception as set out in section 168(5) of the Act.
The proposed WKK Ex-gratia Payment is a recognition by the Board of the contributions of Dr Wong to the Group. The Remuneration Committee (the “ RC ”) and the Board (with Dr Wong abstaining from all deliberations on this matter) took into consideration that Dr Wong was a founder of the Group and that he was instrumental in taking the Company from a private company to a public listed company, his service of over 33 years to the Group and his key role in the growth and expansion of the Group. Dr Wong was also instrumental in leading the Group as they transitioned from the oil and gas industry into agriculture and related service activities and ensuring that the Group remains in a strong financial position to undertake its current agriculture-focused strategy. The Board also took into consideration Dr Wong’s pivotal role in securing buyers for the divestments of several subsidiaries, leveraging extensive industry experience and longstanding relationships. The Board further noted that the transformation was led by Dr Wong without the engagement of external strategic and M&A consultants or investment banks, and without incurring substantial consultants’ fees, which are typically structured as fixed and variable fees based on a percentage of the divestment values. The proposed WKK Ex-gratia Payment is to recognise the past contributions of Dr Wong and to ensure a smooth transition of the management. Having a new Chief Executive Officer who can drive the Company’s agriculture business forward will serve as a long-term benefit to the Company’s shareholders.
In arriving at the WKK Ex-gratia Payment, the Company had engaged a Human Resources consultant, Enabling Consulting Pte Ltd (the ” HR Consultant ”), to advise on the proposed WKK Ex-gratia Payment and to conduct a benchmarking exercise to ensure that the sum is supportable by industry benchmarks. The RC and the Board took into account Dr Wong’s current salary, the report of the HR Consultant and the financial performance of the Group in arriving at the ex-gratia amount.
Other than the WKK Ex-gratia Payment, there are no other IPTs entered into between the Company and Dr Wong or his associates for the current financial year ending 31 December 2026.
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Notes:
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(1) The AGM will be held in a wholly physical format, at NUSS Kent Ridge Guild House, 9 Kent Ridge Drive Singapore 119241 on Monday, 27 April 2026 at 2.00 p.m. There will be no option for shareholders to participate virtually.
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(2) A member may also submit questions related to the resolutions to be tabled for approval at the AGM. To do so, all questions must be submitted by 11.59 p.m. on 17 April 2026:
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(a) in hard copy by sending personally or by post and lodging the same at the registered office of the Company at 21 Bukit Batok Crescent, WCEGA Tower, #08-80, Singapore 658065; or
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(b) by email to [email protected].
Members will need to identify themselves when posing questions by email or by mail by providing the following details:
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(a) the member’s full name as it appears on his/her/its CDP/CPF/SRS share records;
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(b) the member’s NRIC/Passport/UEN number;
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(c) the member’s contact number and email address; and
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(d) the manner in which the member holds his/her/its shares in the Company (e.g. via CDP, CPF or SRS).
The Company will not be able to answer questions from persons who provide insufficient details to enable the Company to verify his/her/its shareholder status.
The Company will address all substantial and relevant questions relating to the resolutions to be tabled for approval at the AGM as received from members before 11.59 p.m. on 17 April 2026 at least 48 hours prior to the closing date and time for the lodgement/ receipt of instruments appointing a proxy(ies) via an announcement to be published on the Company’s website at the URL https://advancedholdings.com/announcements/ and SGXNet. The Company will respond to questions or follow-up questions received after the 17 April 2026 deadline either within a reasonable timeframe before the Annual General Meeting, or at the Annual General Meeting itself. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.
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(3) (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies. Where such member’s instrument appointing a proxy(ies) appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the instrument, failing which the nomination shall be deemed to be alternative.
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(b) A member who is a relevant intermediary is entitled to appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s instrument appointing a proxy(ies) appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument. Where the number and class of shares in relation to each proxy is not specified, it will be assumed that each proxy is appointed in relation to an equal number of shares divided amongst the proxies.
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(4) A proxy need not be a member of the Company.
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(5) The instrument appointing a proxy(ies), together with the power of attorney or other authority under which it is signed (if applicable) or a notarially certified copy thereof, must:
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(a) if sent personally or by post, be deposited at the registered office of the Company at 21 Bukit Batok Crescent, WCEGA Tower, #08-80, Singapore 658065; or
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(b) if submitted by email, be received by the Company at [email protected],
in any case, not less than 72 hours before the time for holding the AGM, and in default the instrument of proxy shall not be treated as valid.
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(6) If sent personally or by post, the instrument appointing a proxy(ies) of an individual must be under the hand of the appointor or of his attorney duly authorised in writing and the instrument appointing a proxy(ies) of a corporation must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
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(7) Where an instrument appointing a proxy(ies) is submitted by email, it must be authorised in the following manner:
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(a) by way of the affixation of an electronic signature by the appointer or his/her duly authorised attorney or, as the case may be, an officer or duly authorised attorney of a corporation; or
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(b) by way of the appointor or his duly authorised attorney or, as the case may be, an officer or duly authorised attorney of a corporation signing the instrument under hand and submitting a scanned copy of the signed instrument by email.
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(8) In the case of a member whose shares are entered against his/her name in the Depository Register, the Company may reject any instrument appointing a proxy(ies) lodged if such member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.
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(9) Persons who hold shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967, including CPF and SRS investors, and who wish to participate in the AGM (“ Relevant Intermediary Participants ”) by (a) voting at the AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators; or (b) by appointing the Chairman of the AGM as proxy to 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 to facilitate the necessary arrangements for them to participate in the AGM. CPF or SRS investors who wish to appoint the Chairman of the AGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 16 April 2026.
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(10) The Annual Report for the financial year ended 31 December 2025, this Notice of AGM, Proxy Form and the Request Form for members to request for a printed copy of the Annual Report (the “ Request Form ”) will be uploaded on SGXNet and may be accessed at the Company’s website at the URL https://advancedholdings.com/announcements/. Printed copies of this Notice of AGM, Proxy Form and the Request Form will be sent to members. Members who wish to request for printed copies of the Annual Report will need to complete and return the Request Form, by sending it back by email to [email protected] or post to the address stated on the Request Form to reach by 17 April 2026.
Personal Data Protection:
By attending the AGM and/or any adjournment thereof or submitting an instrument appointing a proxy(ies) to attend, speak and vote at the AGM and/or any adjournment thereof, or submitting any details of Relevant Intermediary Participants in connection with the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof), the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), the publication of the names and comments of the members at the AGM and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member of the Company and/or its proxy(ies) or representative(s) (such as his/her name, his/her presence at the AGM and any questions he/she may raise or motions he/she proposes/seconds) may be recorded by the Company for such purpose.
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