Change - Announcement of Appointment::Appointment of executive director of a subsidiary who is a relative of a substantial shareholder

Issuer & Securities

Issuer/ Manager
POLARIS LTD.
Securities
POLARIS LTD. - SG1L96897898 - 5BI
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
26-May-2020 20:27:52
Status
New
Announcement Sub Title
Appointment of executive director of a subsidiary who is a relative of a substantial shareholder
Announcement Reference
SG200526OTHRGC7P
Submitted By (Co./ Ind. Name)
Soennerstedt Carl Johan Pontus
Designation
Executive Director & CEO
Description (Please provide a detailed description of the event in the box below)
Appointment of Ms Dian Stefani Sugialam ("Ms Dian"), as an Executive Director of Marque Luxury Asia Pte. Ltd. ("MLA"), an indirect subsidiary of Polaris Ltd. (the "Company").

This announcement has been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr Yap Wai Ming:
Tel: 6389 3000
Email: waiming.yap@morganlewis.com

Additional Details

Date Of Appointment
07/11/2019
Name Of Person
Dian Stefani Sugialam
Age
29
Country Of Principal Residence
Indonesia
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The Nominating Committee ("NC") had reviewed the qualifications and experience of Ms Dian Stefani Sugialam and recommended her appointment as part of the Group's business diversification process. The NC has assessed that Dian's experiences in lifestyle products and online sales and marketing to millennials are seen as vital for her role in the Company's 51% indirect subsidiary, Marque Luxury Asia ("MLA"). Some of her current directorships are non-executive and Dian has confirmed she will be able to dedicate sufficient time to MLA's business.

Dian would be an executive officer after the proposed diversification of the Group's business into the preloved luxury goods business and apparel and footwear business ("Diversification") is approved at the extraordinary general meeting to be held on 28 May 2020.

Details of the Diversification can be found in the announcement released on 6 May 2020. MLA would not be considered as a significant subsidiary of the Company prior to the Diversification.
Whether appointment is executive, and if so, the area of responsibility
As an executive director of Marque Luxury Asia Pte. Ltd. ("MLA"), a 51% indirect subsidiary of the Company, Ms Dian will be responsible for the overall management and operations of MLA's Preloved Luxury Goods Business. However, she will not be appointed as a director or executive officer at the issuer level.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Director of Marque Luxury Asia Pte. Ltd.
Professional qualifications
Bachelor of Science in Civil Engineering from the University of Washington

Bachelor of Arts from the University of Washington
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries
Ms Dian Stefani Sugialam is the daughter of Mr Sugiono Wiyono Sugialam, a substantial shareholder of the Company.
Conflict of interests (including any competing business)
No.

However, Ms Dian Stefani Sugialam is the sole shareholder and director of Kaffeine Inc Pte Ltd, which is engaged in the business of managing retail and trading of footwear and apparel products. As at the date of this announcement, the Company does not have an active footwear and apparel business. If the proposed diversification of the Group's business as set out in the Company's circular to shareholders dated 6 May 2020 is approved, it is possible that the Company will enter the footwear and apparel business and, in such a situation, Dian's involvement in Kaffeine Inc Pte Ltd would be a competing business. The Company will make the relevant announcement as appropriate at such a time.
Working experience and occupation(s) during the past 10 years
Sep 2017 - Current
Kaffeine Inc Pte Ltd - Director

Jun 2015 - Aug 2017
PT Orion Kreatif Elektronik - Director

Sep 2014 - Jun 2015
PT Oke Shop - Product Manager

Jan 2014 - Sep 2014
PT Bank Tabungan Pensiunan Nasional Tbk - Analyst
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
No
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Ms Dian is a 0.1% shareholder in PT SL Trio, a substantial shareholder of the Company. However, by virtue of Section 7(4A) of the Companies Act, Ms Dian is not considered to have an interest in the shares of the Company held by PT SL Trio.
Other Principal Commitments* Including Directorships#
*"Principal Commitments" has the same meaning as defined in the Code
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8).
Past (for the last 5 years)
Director of ISIP Pte Ltd
Present
Director of Kaffeine Inc Pte Ltd,
Director of Mega Best Pte Ltd,
Director of Escomindo Pte Ltd,
Director of ABC SG Pte Ltd,
Director of Sweetroam Pte Ltd,
Director of UnoKairos Limited,
Director of Sweetroam Limited,
Director of PT Polaris Noble,
Director of PT Orion Kreatif Elektronik
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
No
(c) Whether there is any unsatisfied judgment against him?
No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
No
(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
No
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
No
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
No
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
No
Disclosure applicable to the appointment of Director only.
Any prior experience as a director of an issuer listed on the Exchange?
No
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange
Not applicable as Ms Dian's appointment is at the subsidiary level and she will not be appointed as a director of the Company.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
Not Applicable.