Nayuki AGM Clears All Agenda Items; Shareholders Endorse 20% Issuance, 10% Buy-Back Mandates and Updated Articles

Bulletin Express
Jun 24

Nayuki Holdings Limited reported that every resolution put to vote at the 24 June 2026 annual general meeting secured overwhelming shareholder support, ensuring continuity in board composition, auditor appointment and core capital mandates.

1. Financial Statements and Auditor’s Report • The FY 2025 audited consolidated financial statements and accompanying reports were adopted with 1.03 billion votes in favour, representing 99.94% of votes cast.

2. Board Re-elections and Remuneration • Executive director Zhao Lin and independent non-executive directors Liu Yiwei and Chang Lih Hsun were each re-elected with 99.94% support. • The board remains authorised to fix directors’ remuneration after receiving 99.94% approval.

3. Auditor Re-appointment • KPMG was re-appointed as external auditor until the next AGM, backed by 99.94% of votes.

4. Capital Management Mandates • General mandate to issue up to 20% of issued shares (excluding treasury shares) passed with 99.74% support, equating to a potential allotment of up to 339.69 million shares based on the eligible share count of 1.70 billion. • Authority to repurchase up to 10% of issued shares—approximately 169.84 million shares—received 99.93% approval; repurchased shares may be held as treasury shares or cancelled at the board’s discretion. • A supplementary mandate allowing the board to extend the issuance limit by the amount of shares repurchased was also approved with 99.74% support.

5. Governance Update • A special resolution to adopt amended and restated Articles of Association was approved by 99.93% of votes, surpassing the required three-quarters threshold. The revisions took effect immediately on 24 June 2026.

Voting Framework • Total shares in issue: 1.71 billion, of which 9.15 million were treasury shares excluded from voting. • Shares eligible to vote: 1.70 billion. • No shareholder was required to abstain, and Computershare Hong Kong Investor Services acted as scrutineer. All directors attended, either in person or electronically.

The decisive results reinforce shareholder confidence in Nayuki’s governance structure, capital flexibility and strategic agenda.

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