Annual General Meeting 2020





ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD BY WAY OF ELECTRONIC MEANS ON FRIDAY, 26 JUNE 2020 AT 2:00 P.M.


1. Background. 

Darco Water Technologies Limited (the “Company”) refers to:

(a) its announcement dated 19 March 2020, that the Company has, on 19 March 2020, received an approval from the Accounting and Corporate Regulatory Authority (“ACRA”) on 19 March 2020 for an extension of 60 days under Section 175 and Section 197 of the Companies Act, Cap. 50 of Singapore to hold its Annual General Meeting (“AGM”) by 29 June 2020 and file its annual return by 30 July 2020 for the financial year ended 31 December 2019 (“FY2019”);

(b) its announcement dated 20 March 2020, that the Singapore Exchange Securities Trading Limited (the “SGX-ST”) has, on 20 March 2020, granted a waiver of the requirement for the Company to hold its AGM within 4 months from the end of its financial year pursuant to Rule 707(1) of the Listing Manual and an extension of 2 months for the Company to hold its AGM for FY2019;

(c) the COVID-19 (Temporary Measures) Act 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies to conduct general meetings by electronic means; and

(d) 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 sets out the alternative arrangements to allow general meetings of listed companies to be conducted by electronic means.

2. Date, time and conduct of Annual General Meeting of the Company.

The Annual General Meeting of the Company will be held by way of electronic means on Friday, 26 June 2020 at 2:00p.m. to transact the business set out in the Notice of Annual General Meeting.

3. Notice of Annual General Meeting, FY2019 Annual Report and Proxy Form.

Printed copies of the Notice of Annual General Meeting, the FY2019 Annual Report and the Proxy Form will not be sent to members.

Please find below for:

The Notice of Annual General Meeting, the FY2019 Annual Report and the Proxy Form are also available on SGXNET at the URL, https://www.sgx.com/securities/company-announcements

4. Attendance at the Annual General Meeting of the Company.

Due to the current COVID-19restriction orders in Singapore, a member will not be able to attend the Annual General Meeting of the Company in person.

5. Participation at the Annual General Meeting of the Company.

Alternative arrangements have been made by the Company to allow members to participate at the Annual General Meeting of the company via electronic means. Such alternative arrangements include:

(a) arrangements by which members may electronically access the meeting and observe and/or listen to the live audio-visual webcast or live audio-only stream;

(b) arrangements by which members may submit questions to the Chairman of the Meeting in advance of the Annual General Meeting of the Company;

(c) arrangements by which the Chairman of the Meeting may address substantial and relevant questions at the Annual General Meeting of the Company; and

(d) arrangements by which members may appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting of the Company.

Details of the steps for pre-registration for the live audio-visual webcast or live audio-only stream, submission of questions in advance of the Annual General Meeting of the Company and submission of Proxy Forms to appoint the Chairman of the Meeting to attend, speak and vote at the Annual General Meeting of the Company are set out in the appendix to this announcement.

1. Background. 

Darco Water Technologies Limited (the “Company”) refers to:

(a) its announcement dated 19 March 2020, that the Company has, on 19 March 2020, received an approval from the Accounting and Corporate Regulatory Authority (“ACRA”) on 19 March 2020 for an extension of 60 days under Section 175 and Section 197 of the Companies Act, Cap. 50 of Singapore to hold its Annual General Meeting (“AGM”) by 29 June 2020 and file its annual return by 30 July 2020 for the financial year ended 31 December 2019 (“FY2019”);

(b) its announcement dated 20 March 2020, that the Singapore Exchange Securities Trading Limited (the “SGX-ST”) has, on 20 March 2020, granted a waiver of the requirement for the Company to hold its AGM within 4 months from the end of its financial year pursuant to Rule 707(1) of the Listing Manual and an extension of 2 months for the Company to hold its AGM for FY2019;

(c) the COVID-19 (Temporary Measures) Act 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies to conduct general meetings by electronic means; and

(d) 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 sets out the alternative arrangements to allow general meetings of listed companies to be conducted by electronic means.

2. Date, time and conduct of Annual General Meeting of the Company.

The Annual General Meeting of the Company will be held by way of electronic means on Friday, 26 June 2020 at 2:00p.m. to transact the business set out in the Notice of Annual General Meeting.

3. Notice of Annual General Meeting, FY2019 Annual Report and Proxy Form.

Printed copies of the Notice of Annual General Meeting, the FY2019 Annual Report and the Proxy Form will not be sent to members.

Please find below for:

The Notice of Annual General Meeting, the FY2019 Annual Report and the Proxy Form are also available on SGXNET at the URL, https://www.sgx.com/securities/company-announcements

4. Attendance at the Annual General Meeting of the Company.

Due to the current COVID-19restriction orders in Singapore, a member will not be able to attend the Annual General Meeting of the Company in person.

5. Participation at the Annual General Meeting of the Company.

Alternative arrangements have been made by the Company to allow members to participate at the Annual General Meeting of the company via electronic means. Such alternative arrangements include:

(a) arrangements by which members may electronically access the meeting and observe and/or listen to the live audio-visual webcast or live audio-only stream;

(b) arrangements by which members may submit questions to the Chairman of the Meeting in advance of the Annual General Meeting of the Company;

(c) arrangements by which the Chairman of the Meeting may address substantial and relevant questions at the Annual General Meeting of the Company; and

(d) arrangements by which members may appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting of the Company.

Details of the steps for pre-registration for the live audio-visual webcast or live audio-only stream, submission of questions in advance of the Annual General Meeting of the Company and submission of Proxy Forms to appoint the Chairman of the Meeting to attend, speak and vote at the Annual General Meeting of the Company are set out in the appendix to this announcement.

1. Background. 

Darco Water Technologies Limited (the “Company”) refers to:

(a) its announcement dated 19 March 2020, that the Company has, on 19 March 2020, received an approval from the Accounting and Corporate Regulatory Authority (“ACRA”) on 19 March 2020 for an extension of 60 days under Section 175 and Section 197 of the Companies Act, Cap. 50 of Singapore to hold its Annual General Meeting (“AGM”) by 29 June 2020 and file its annual return by 30 July 2020 for the financial year ended 31 December 2019 (“FY2019”);

(b) its announcement dated 20 March 2020, that the Singapore Exchange Securities Trading Limited (the “SGX-ST”) has, on 20 March 2020, granted a waiver of the requirement for the Company to hold its AGM within 4 months from the end of its financial year pursuant to Rule 707(1) of the Listing Manual and an extension of 2 months for the Company to hold its AGM for FY2019;

(c) the COVID-19 (Temporary Measures) Act 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies to conduct general meetings by electronic means; and

(d) 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 sets out the alternative arrangements to allow general meetings of listed companies to be conducted by electronic means.

2. Date, time and conduct of Annual General Meeting of the Company.

The Annual General Meeting of the Company will be held by way of electronic means on Friday, 26 June 2020 at 2:00p.m. to transact the business set out in the Notice of Annual General Meeting.

3. Notice of Annual General Meeting, FY2019 Annual Report and Proxy Form.

Printed copies of the Notice of Annual General Meeting, the FY2019 Annual Report and the Proxy Form will not be sent to members.

Please find below for:

The Notice of Annual General Meeting, the FY2019 Annual Report and the Proxy Form are also available on SGXNET at the URL, https://www.sgx.com/securities/company-announcements

4. Attendance at the Annual General Meeting of the Company.

Due to the current COVID-19restriction orders in Singapore, a member will not be able to attend the Annual General Meeting of the Company in person.

5. Participation at the Annual General Meeting of the Company.

Alternative arrangements have been made by the Company to allow members to participate at the Annual General Meeting of the company via electronic means. Such alternative arrangements include:

(a) arrangements by which members may electronically access the meeting and observe and/or listen to the live audio-visual webcast or live audio-only stream;

(b) arrangements by which members may submit questions to the Chairman of the Meeting in advance of the Annual General Meeting of the Company;

(c) arrangements by which the Chairman of the Meeting may address substantial and relevant questions at the Annual General Meeting of the Company; and

(d) arrangements by which members may appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting of the Company.

Details of the steps for pre-registration for the live audio-visual webcast or live audio-only stream, submission of questions in advance of the Annual General Meeting of the Company and submission of Proxy Forms to appoint the Chairman of the Meeting to attend, speak and vote at the Annual General Meeting of the Company are set out in the appendix to this announcement.

6. Key Dates and Times

Key Dates and Times Actions to be taken by Members
23 June 2020, 2pm

Deadline for members to:

(a) pre-register for the live audio-visual webcast or live audio-onlystream;

(b) submit of questions in advance of the Annual General Meeting of the Company; and

(c) submit of Proxy Forms to appoint the Chairman of the Meeting to attend, speak and vote at the Annual General Meeting of the Company.

25 June 2020, 2pm

Members, who have pre-registered for the live audio-visual webcast or live audio-only stream and who have by verified by the Company’s Singapore Registrar and Transfer Agent, will receive an email which will contain a unique link to access the live audio-visual webcast via zoom or via their web browser or the toll-free telephone number to access the live audio-only stream (the “Confirmation Email”).

Members, who have pre-registered for the live audio-visual webcast or live audio-only stream but who have not received the Confirmation Email by 25 June 2020, 2pm, should contact Easy Video via email at rais@easyvideo.sg.

Friday, 26 June 2020, 2pm

Members may participate at the Annual General Meeting of the Company via electronic means by:

(a) Click on the link in the Confirmation Email to access the live audiovisual webcast of the AGM proceedings; or

(b) In the situation where the link does not work, Shareholders can also choose to access the session via entering the webinar ID and password directly in the Zoom platform; or

(c) Call the telephone number and enter the Webinar ID and to access the live audio-only stream of the AGM proceedings.


Important reminder: Due to the constantly evolving COVID-19 situation, the Company may be required to change its arrangements for the Annual General Meeting at short notice. Members should check the Company’s website at the URL link https://darcowater.com/Investor%20Information/company-info/agm-2020 for the latest updates on the status of the Annual General Meeting. Such updates will also be made available on SGXNET at the URL https://www.sgx.com/securities/company-announcements.

BY ORDER OF THE BOARD

Poh Kok Hong
Executive Director and Chief Executive Officer

4 June 2020



APPENDIX


Members may electronically access the meeting and observe and/or listen to the live audio-visual webcast or live audio-only stream via their mobile phones, tablets or computers, submit questions to the Chairman of the Meeting in advance of the Annual General Meeting of the Company and appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting of the Company.

To do so, members will need to complete the relevant steps below.

Steps Details
Pre-registration for the live audio-visual webcast or live audio only stream

Members must pre-register at the URL https://bit.ly/DarcoWater_AGM from the date hereof until 23 June 2020, 2pm to enable the Company’s Singapore Registrar and Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd., to verify their status as members of the Company.

Following the verification, authenticated members will receive an email by 25 June 2020, 2pm which will contain a unique link to access the live audio-visual webcast via zoom or via their web browser or the toll-free telephone number to access the live audio-only stream (the “Confirmation Email”).

In the situation where the link does not work, Shareholders can also access the session via entering the webinar ID and password directly in the Zoom platform.

Shareholders can access the audio-only stream of the AGM proceedings via the provided telephone number with webinar ID and a password.

Members, who have pre-registered for the live audio-visual webcast or live audio-only stream but who have not received the Confirmation Email by 25 June 2020, 2pm should contact Easy Video via email at rais@easyvideo.sg.

Shareholders MUST NOT forward the unique link, webinar ID or password to other persons who are not Shareholders and who are not entitled to attend the AGM.

Submission of questions in advance of the Annual General Meeting of the Company

Members will not be able to ask questions at the Annual General Meeting of the Company during the live audio-visual webcast or live audio-only stream. It is therefore important for members to submit questions to the Chairman of the Meeting in advance of the Annual General Meeting of the Company.

Submission of questions. Members may submit questions related to the resolutions to be tabled for approval at the Annual General Meeting of the Company to the Chairman of the Meeting in advance of the Annual General Meeting of the Company in the following manner:

(a) By post – Members may submit their questions by post to the registered office of the Company, at Harvest@Woodlands, 280 Woodlands Industrial Park E5, #09-36 Singapore 757322. Questions submitted by members by post must be accompanied by the member’s full name, address and the manner in which the member hold shares in the Company.

(b) By electronic means – Members, who have pre-registered for the live audio-visual webcast or live audio-only stream, may submit their questions by electronic means at the URL AGM2020@darcowater.com.

Deadline to submit questions. Members must submit all questions by 23 June 2020, 2pm.

Addressing questions. The Company will endeavour to address all substantial and relevant questions received from members at the Annual General Meeting of the Company during the live audio-visual webcast or live audio-only stream. However, as there may not be sufficient time to address all substantial and relevant questions received from members at the Annual General Meeting of the Company during the live audio-visual webcast or live audio-only stream, the Company will publish its responses to questions which it is unable to address at the Annual General Meeting of the Company during the live audio-visual webcast or live audio-only stream on the Company’s website at the URL https://darcowater.com/Investor%20Information/company-info/agm-2020 and on SGXNET at the URL https://www.sgx.com/securities/companyannouncements prior to the Annual General Meeting of the Company.

Minutes of Annual General Meeting of the Company. The Company will publish the minutes of the Annual General Meeting of the Company on the Company’s website at the URL https://darcowater.com/Investor%20Information/company-info/agm-2020 on SGXNET at the URL https://www.sgx.com/securities/companyannouncements within one month after the Annual General Meeting of the Company. The minutes of Annual General Meeting will include responses from the Board of Directors and the Management to substantial and relevant comments, queries and/or questions received from members addressed at the Annual General Meeting of the Company during the live audio-visual webcast or live audio-only stream.

Submission of Proxy Forms to appoint the Chairman of the Meeting to attend, speak and vote at the Annual General Meeting of the Company

Appointment of Chairman of the Meeting as proxy. A member (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting of the Company in accordance with the instructions on the Proxy Form if such member wishes to exercise his/her/its voting rights at the Annual General Meeting of the Company.

Specific instructions as to voting must be given. Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it 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. The Proxy Form must be submitted to the Company in the following manner:

(a) if submitted by post, be lodged with the registered office of the Company at Harvest@Woodlands, 280 Woodlands Industrial Park E5, #09-36 Singapore 757322; or

(b) if submitted by way of electronic means, be submitted via email to the Company at AGM2020@darcowater.com,

in either case, by 23 June 2020, 2pm. A member who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. In view of the current COVID-19 restriction orders and the related safe distancing measures which may make it difficult for members to submit the completed Proxy Forms by post, members are strongly encouraged to submit the completed Proxy Forms by way of electronic means via email.