Scheme Meeting: Voting FAQS

For Proxy Forms, please refer to this link: https://www.hyflux.com/scheme-documents/

GENERAL

S/No. Question Answer
1. How will my votes be counted at the scheme meeting? Support for the scheme will be assessed based on two separate indicators:

(a)         Headcount: the number of scheme parties voting in favour of the scheme must represent a majority in number (above 50%) of the scheme parties present and voting at the scheme meeting.

(b)         Value: the scheme parties voting in favour of the scheme must represent at least 75% in value of the claims of the scheme parties present and voting at the scheme meeting.

As there is more than one class, each class must satisfy these voting thresholds.

2. I hold Hyflux securities and I want to attend and vote at the scheme meeting. What do I do? The next steps depend on whether you are:

(a)          a CDP Account Holder (i.e. you are shown in the records of CDP as a holder of the securities)*;

(b)         a sub-account holder who holds securities through a Relevant Intermediary (certain depository agents, private banks, brokers, nominees, or in your CPF / SRS account); or

(c)         holding securities through a nominee other than a Relevant Intermediary.

If you are unsure as to whether you are a CDP Account Holder or sub-account holder or whether you are holding your securities through a Relevant Intermediary or not, please contact the relevant bank, broker, custodian or other intermediary through which you hold your securities.

CDP Account Holders (other than Relevant Intermediaries): Please refer to Section A below.

sub-account holders: Please refer to Section B below.

Relevant Intermediaries: Please refer to Section C below.

For persons holding securities through a nominee other than a Relevant Intermediary (i.e. paragraph (c) above): Please contact your nominee as soon as possible for further instructions.

*For the avoidance of doubt, “CDP Account Holder” used here is the same as “CDP Account Holder” defined in the Proxy Form for holders of Notes and the Proxy Form for holders of Preference Shares and / or Perpetual Capital Securities.

3. I am a CPF / SRS investor. What do I do? This means that you are a sub-account holder. Please refer to Section B below.
4. I hold Perpetual Securities and Preference Shares. What do I do? If you are directly holding both Perpetual Securities and Preference Shares, you are a CDP Account Holder only and should refer to Section A below.

If you are directly holding Perpetual Securities or Preference Shares and indirectly (via an agent bank or other intermediary) holding Perpetual Securities or Preference Shares, please refer to:

–       Section A in relation to your direct holding (you are a CDP Account Holder); and

–       Section B in relation to your indirect holding (you are a sub-account holder).

If you are holding directly and/or indirectly Preference Shares and Perpetual Securities, please note that you will count as 1 for the headcount and the entire value of your holding (for the Perpetual Securities and Preference Shares) will be counted toward either “FOR” or “AGAINST” the scheme, depending on how you vote at the meeting.

 

SECTION A:     FOR CDP ACCOUNT HOLDERS (OTHER THAN RELEVANT INTERMEDIARIES)

S/No. Question Answer
5. How can I attend and vote at the scheme meeting? You can turn up in person and vote at the scheme meeting.  You will count as 1 vote for headcount, and the entire value of your holding will be counted towards either “FOR” or “AGAINST” the scheme, depending on how you vote at the meeting.
6. I can’t attend the scheme meeting, but I want a friend / family to attend on my behalf. What do I do? You can appoint one proxy to attend and vote at the meeting on your behalf.

To appoint a proxy, please complete the relevant Proxy Form, which can be found at https://www.hyflux.com/scheme-documents/, and return it to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623  by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Instructions to complete Proxy Form:

(a)           Fill in your details under “Details of CDP Account Holder” and your proxy’s details under “Details of Proxy” in Part A of the form.

(b)         Indicate with a tick (∨) how you would like to exercise your vote in Part B of the form. If you want your proxy to decide how to exercise your vote, leave Part B blank.

7. I can’t attend the scheme meeting, and I can’t find a friend / family to attend on my behalf, but I still want to vote. What do I do? You may appoint the Chairman as your proxy to vote according to how you wish to exercise your vote. To appoint the Chairman as proxy, please complete the relevant Proxy Form, which can be found at https://www.hyflux.com/scheme-documents/, and return it to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Instructions to complete Proxy Form:

(a)           Fill in only your details under “Details of CDP Account Holder” and leave the section on “Details of Proxy” blank in Part A of the form.

(b)           Indicate with a tick (∨) how you would like to exercise your vote in Part B of the form.

8. I appointed my friend / family / the Chairman as proxy to attend and vote at the meeting on my behalf, but now I want to attend it personally. What do I do? If you attend the meeting in person, your proxy appointment will be automatically revoked and you are not required to take any further action. Your proxy will no longer be allowed to attend and vote at the meeting.
9. What happens if I do not vote (in person or by proxy)? If you do not vote (in person or by proxy), your vote will not be counted (i.e. you will not be counted as having voted for or against the scheme).

If you do not vote and the scheme is approved at the scheme meeting and sanctioned by the Court, you will still be bound by the scheme.

10. Can I split my vote some for and some against the Scheme? No. You must cast your entire value of your holding “FOR” or “AGAINST” the scheme.
11. I have already submitted a Proxy Form, but I would like to revoke or amend it. What do I do? Please submit a new Proxy Form to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

 

SECTION B:     FOR SUB-ACCOUNT HOLDERS

S/No. Question Answer
12. How can I attend and vote at the scheme meeting? You need to contact and instruct your depository agent, private bank, broker, nominee or CPF / SRS agent bank (each, a “Relevant Intermediary“) as soon as possible to appoint you as a proxy.

You cannot attend and vote at the meeting if you are not appointed as a proxy by your Relevant Intermediary and your Relevant Intermediary has not returned the relevant Proxy Form to the Meeting Agent by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Earlier deadlines may be imposed by your Relevant Intermediary. You should contact your Relevant Intermediary sufficiently in advance if you want to attend and vote at the scheme meeting.

You are not required to fill up any proxy forms on the Company’s website on your own. Please contact your Relevant Intermediary to be appointed as a proxy.

If you are appointed as a proxy by your Relevant Intermediary, you will count as 1 vote for headcount, and the entire value of your holding will be counted towards either “FOR” or “AGAINST” the scheme, depending on how you vote at the meeting.

13. I am unable to attend the scheme meeting, but I want to vote. What do I do? You need to contact your Relevant Intermediary as soon as possible to give them instructions on how you would like to vote.
14. I had informed my Relevant Intermediary that I was not going to attend the meeting, but now I want to attend it personally. What do I do? You need to contact and instruct your Relevant Intermediary as soon as possible to appoint you as a proxy.

You cannot attend and vote at the meeting if you are not appointed as a proxy by your Relevant Intermediary and your Relevant Intermediary has not returned the relevant Proxy Form to the Meeting Agent by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Earlier deadlines may be imposed by your Relevant Intermediary. You should contact your Relevant Intermediary sufficiently in advance if you want to attend and vote at the scheme meeting.

15. I have already instructed my Relevant Intermediary to appoint me as proxy, but now I am unable to attend the meeting. What do I do? You need to contact your Relevant Intermediary as soon as possible to give them instructions on how you would like to vote.
16. What happens if I do not instruct my Relevant Intermediary to vote on my behalf? If you do not instruct your Relevant Intermediary to appoint a proxy or vote on your behalf and your Relevant Intermediary does not appoint a proxy or submit voting instructions on your behalf, your vote will not be counted (i.e. you will not be counted as having voted for or against the scheme).

If you do not vote and the scheme is approved at the scheme meeting and sanctioned by the Court, you will still be bound by the scheme.

17. Can I split my vote some for and some against the Scheme? No. You must cast your entire value of your holding “FOR” or “AGAINST” the scheme.

 

SECTION C:     FOR RELEVANT INTERMEDIARIES

S/No. Question Answer
18. How can my sub-account holders vote on the scheme?

 

A sub-account holder can:

(a)           Attend and vote in person at the scheme meeting if you appoint them as a proxy; or

(b)           Provide instructions on how to cast their vote.

A sub-account holder is not entitled to appoint another person (other than the Chairman) as his / her proxy.

19. All of my sub-account holders want to attend and vote at the meeting. What do I do? You can appoint each sub-account holder as a proxy to attend and vote at the meeting on your behalf. To appoint proxies, please complete the relevant Proxy Form, which can be found at https://www.hyflux.com/scheme-documents/, and return it to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Instructions to complete Proxy Form:

(a)         Part A of the form:

(i)      Fill in your details under “Details of CDP Account Holder”.

(ii)     Write “Please refer to annex” under “Details of Proxy” and attach to the Proxy Form a list of your sub-account holders who want to attend and vote at the meeting. In respect of each sub-account holder, the list should set out the full name, address, NRIC/Passport Number/UEN/Company Registration Number and the proportion of the value of the security in relation to which each sub-account holder holds and for which such proxy has been appointed (Note: this should be the principal amount for Notes and Perpetual Securities, and number of shares for Preference Shares).

(b)         Leave Part B of the form blank.

(c)         Leave Part C of the form blank.

20. All of my sub-account holders do not want to attend the meeting, but have instructed me to vote on their behalf. What do I do?

 

 

You can vote on behalf of your sub-account holders using the relevant Proxy Form, which can be found at https://www.hyflux.com/scheme-documents/, and returning it to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Instructions to Complete Proxy Form

(a)         Part A of the form:

(i)      Fill in your details under “Details of CDP Account Holder”.

(ii)     Leave “Details of Proxy” blank.

(b)         Leave Part B of the form blank.

(c)         For Part C of the form, if your sub-account holders give different instructions, please complete both the box “FOR” and the box “AGAINST”, and indicate the aggregate value of the securities which you wish to vote “FOR” and “AGAINST” in each box according to their instructions. Please also annex to the Proxy Form a list of sub-account holders on whose behalf votes are being submitted for. In respect of each sub-account holder, the list should set out the full name, address, NRIC/Passport Number/UEN/Company Registration Number and proportion of the value of the security in relation to which each sub-account holder holds and for which you are voting on behalf for (this should be the principal amount for Notes and Perpetual Securities, and number of shares for Preference Shares).

If you are instructed to vote on behalf of sub-account holders and all or some of the sub-account holders do not wish to disclose their personal details (e.g. name, address, NRIC etc.) his / her / their vote will not count as a separate vote for the headcount test. Your (nominee’s) vote will be counted as 1 vote for headcount (or a neutral vote, i.e. 1 “FOR” and 1 “AGAINST” if some of your sub-account holders instruct you to vote “FOR” and others “AGAINST”) and will be segregated by value based on the voting positions of the sub-account holders.

Illustration:

1.     XYZ Nominees has 10 sub-account holders each beneficially holding one Note (S$250,000).

2.     Eight sub-account holders give instructions to vote on their behalf.

  • Seven out of these eight sub-account holders give instructions to vote “FOR”.
  • One out of these eight sub-account holders gives instruction to vote “AGAINST”.

3.     Two sub-account holders do not provide any instructions.

4.     In that case, when completing Part C of the Proxy Form, XYZ Nominees should write down:

  • S$1,750,000 in the box “FOR” and S$250,000 in the box “AGAINST”.
  •   XYZ Nominees should also annex to the Proxy Form the list of sub-account holders on whose behalf votes are submitted for. This list of sub-account holders should make clear what the holdings of each sub-account holder is, and whether they vote “FOR” or “AGAINST” in respect of all of their holdings.
    • The annex will set out the details of the seven sub-account holders who vote “FOR”.
    • The annex will set out the details of the one sub-account holder who voted “AGAINST”.
  • If Part C of the proxy form is completed in this way with the accompanying annex, seven votes carrying a value of S$250,000 each will be counted as having voted “FOR”, and one vote carrying a value of S$250,000 will be counted as having voted “AGAINST”.
  •  If XYZ Nominees does not submit voting instructions on behalf of the remaining two sub-account holders or appoint them as proxies, their votes will not be counted, i.e. they will neither be counted “FOR” nor “AGAINST” the scheme.
21. Some of my sub-account holders want to attend and vote in person, while others have instructed me to vote on their behalf, or remain silent. What do I do? You can:

–       Appoint each sub-account holder that wishes to attend and vote in person at the scheme meeting as a proxy; and

–       Vote on behalf of your sub-account holders who do not wish to attend the meeting,

by using the relevant Proxy Form, which can be found at https://www.hyflux.com/scheme-documents/, and returning it to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019

Instructions to complete Proxy Form:

(a)           Part A of the form:

(i)      Fill in your details under “Details of CDP Account Holder”.

(ii)     Write “Please refer to annex” under “Details of Proxy” and attach a list of sub-account holders to the Proxy Form on whose behalf you hold the securities and who wish to attend and vote at the meeting or give voting instructions. In respect of each sub-account holder, the list should set out the full name, address, NRIC/Passport Number/UEN/Company Registration Number and proportion of the value of the security in relation to which each sub-account holder holds and for which such proxy has been appointed (Note: this should be the principal amount for Notes and Perpetual Securities, and number of shares for Preference Shares).

(b)         Leave Part B of the form blank.

(c)         For Part C of the form, if your sub-account holders who instruct you to vote on their behalf give different instructions, please complete both the box “FOR” and the box “AGAINST”, and indicate the aggregate value of the securities which you wish to vote “FOR” and “AGAINST” in each box according to their instructions. In the list appended to the Proxy Form, you must also specify which sub-account holders the aggregate value of securities that you have indicated in each box of Part C of the form relates to.

If you are instructed to vote on behalf of sub-account holders and all or some of the sub-account holders do not wish to disclose their personal details (name, address, NRIC etc.), his / her / their vote will not count as a separate vote for the headcount test. Your (nominee’s) vote will be counted as 1 vote for headcount (or a neutral vote, i.e. 1 “FOR” and 1 “AGAINST” if some of your sub-account holders instruct you to vote “FOR” and others “AGAINST”) and will be segregated by value based on the voting positions of the sub-account holders.

Illustration:

1.     ABC Nominees has 10 sub-account holders each beneficially holding one Note (S$250,000).

2.     Three sub-account holders wish to be appointed as proxy to attend and vote at the scheme meeting.

3.     Five sub-account holders, who do not wish to attend the meeting, give instructions to vote. Of these, four sub-account holders give instructions to vote “FOR”, and one sub-account holder gives instruction to vote “AGAINST”.

4.     Two sub-account holders do not provide any instructions.

5.     In that case, ABC Nominees should complete the Proxy Form for Noteholders as follows:

(a) Part A:

(i) Fill in ABC Nominees’ details under “Details of CDP Account Holder”.

(ii) Write “Please refer to annex” under “Details of Proxy” and attach a list of the relevant sub-account holders with the requisite details set out in paragraph a(ii) above. The list should indicate which three sub-account holders are appointed as proxies, and which five sub-account holders, who do not wish to attend, have given instructions to vote on their behalf.

(b) Leave Part B of the form blank.

(c) For Part C, write down S$1,000,000 in the box “FOR”; and S$250,000 in the box “AGAINST”, for the five sub-account holders that have given instructions to vote.

(d) If you do not submit voting instructions on behalf of the remaining two sub-account holders or appoint them as proxies, their votes will not be counted, i.e. they will neither be counted “FOR” nor “AGAINST” the scheme.

22. Can my sub-account holder split his / her vote (i.e. some for and some against the Scheme)? If the sub-account holder is an individual, no. A sub-account holder who is an individual must cast the entire value of his / her holding “FOR” or “AGAINST” the scheme.

If the sub-account holder is a Relevant Intermediary, yes.

23. What happens if I do not receive or act on instructions from my sub-account holders? Then your sub-account holders’ holdings will not be taken into account when the votes are counted (i.e. they will not be counted as having voted for or against the scheme).

However, if the scheme is approved at the scheme meeting and sanctioned by the Court, these sub-account holders will still be bound by the scheme.

24. I have already submitted voting instructions on behalf of my sub-account holder, but my sub-account holder would now like to be appointed as proxy to attend and vote at the meeting. What do I do? Please submit a revised Proxy Form to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 by the following deadlines:

–       For holders of Preference Shares and / or Perpetual Securities: By 7 p.m., 2 April 2019

–       For holders of Notes: By 12 noon, 2 April 2019