Change - Announcement of Appointment::Appointment of Alternate Director

Issuer & Securities

Issuer/ Manager
PROCURRI CORPORATION LIMITED
Securities
PROCURRI CORPORATION LIMITED - SG1DA4000006 - BVQ
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
01-Jun-2021 18:55:42
Status
New
Announcement Sub Title
Appointment of Alternate Director
Announcement Reference
SG210601OTHRHDY6
Submitted By (Co./ Ind. Name)
Thomas Sean Murphy
Designation
Chairman and Global Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
Appointment of Mr. Toh Hsiang-Wen Keith as Alternate Director to Mr. Loke Wai San.

Additional Details

Date Of Appointment
01/06/2021
Name Of Person
Toh Hsiang-Wen Keith
Age
46
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The Board, having considered the recommendation of the Nominating Committee, and assessed Mr. Toh's qualifications and experience, is of the view that he has the requisite experience and capabilities to assume the duties and responsibilities as Alternate Director to Mr. Loke Wai San.
Whether appointment is executive, and if so, the area of responsibility
Alternate Director to Mr. Loke Wai San
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Alternate Director to Mr. Loke Wai San
Professional qualifications
Keith has invested in and worked with global technology companies for the last 20 years.

He has served on the global technology boards for the last 17 years, at companies including ISDN Holdings (industrial automation), AEM Holdings (semiconductor equipment), Aconex Inc (enterprise software), Source Photonics Inc (communications), Numonyx BV (semiconductors), and Mincom Pty Ltd (enterprise software).

Keith holds a B.Sc. in Electrical Engineering degree from Stanford University where he graduated winning the combined faculty Deans Award for Academic Achievement.
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
Keith is a business partner of Loke Wai San, the Director he is being nominated as an alternate to.

Keith is also a business partner of (but is not related to) James Toh Ban Leng, who is a beneficiary of A.C.T. Holdings Pte Ltd, a shareholder of Procurri.

Keith has no other relationships with any other existing directors, executive officers, issuers and/or substantial shareholder of the listed issuer or subsidiaries.

Conflict of interests (including any competing business)
No
Working experience and occupation(s) during the past 10 years
Keith has invested in and worked with global technology companies for the last 20 years.

He has served on the global technology boards for the last 17 years, at companies including ISDN Holdings (industrial automation), AEM Holdings (semiconductor equipment), Aconex Inc (enterprise software), Source Photonics Inc (communications), Numonyx BV (semiconductors), and Mincom Pty Ltd (enterprise software).
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Yes
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Keith has a deemed interest of 57,402,978 shares in Procurri (the "NT Shares").

Keith's deemed interest is attributed via 57,402,978 shares held by NTCP SPV VII, which is in turn 100% owned by Novo Tellus PE Fund 2, L.P. ("NT2").

New Earth Group 2 Ltd ("NEG 2") is the general partner (manager) of NT 2. Accordingly, NEG 2 has deemed interests in the Sale Shares and all other shares in the Company held by NTCP SPV VII, which NT2 is deemed interested in.

Keith is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in NEG 2. Accordingly, Keith Toh has deemed interests in the NT Shares.
# 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)
No
Present
No
(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?
Yes
If Yes, Please provide full details
Keith Toh was in breach of Section 133 of the Securities and Future Act ( SFA ) in connection with his purchase of shares in AEM Holdings Ltd ("AEM") in March and April 2017 when he was a director of AEM. He voluntarily notified the Monetary Authority of Singapore ("MAS") of these breaches promptly after becoming aware of these breaches by way of a letter dated 18 April 2017. The MAS, in its letter of 14 November 2017 (Ref No. 20170413-00223-D01, 20170413-00224-D01, 20170413-00225-D01, 20170413-00226-D01, 20170413-00227-D01 and 20170413-00228-D01), subsequently informed Keith Toh of its position not to take further regulatory action in respect of the said breaches.
Any prior experience as a director of an issuer listed on the Exchange?
Yes
If Yes, Please provide details of prior experience
Keith has been a Director of SGX-listed ISDN Holdings since May 2011.

Keith previously served as Director of SGX-listed AEM Holdings from 2015 to 2018.

Attachments

Procurri - Announcement - Chg in composition of the Board of Directors.pdf
Total size =103K