FORWARD TOGETHER Directors’ Report 86 In accordance with article 108(a) of the Articles of Association of the Company, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a director retires may fill the vacated office. Article 108(b) of the Articles of Association of the Company also provides that the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. The Company will advise the shareholders on the directors to rotate and offer for re-election in the forthcoming AGM circular. Pursuant to Article 112 of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. As the appointment of Ms Wei-Lin Kwee as a Director was made by the Board on 25 May 2022 and 1 June 2022, she will hold office until the forthcoming AGM and being eligible, she has offered herself for re-election at the forthcoming AGM. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT None of the Directors has a service contract or letter of appointment with the Company that is not determinable by the Company within one year without payment of compensation, other than statutory compensation. DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS AND CONTRACTS OF SIGNIFICANCE Save with regards to provision of a loan facility to Redwood Consulting (Cayman) Ltd. owned as to 50% each by Mr Stuart Gibson and Mr Charles Alexander Portes ("Loan Facility"), who are Directors of the Company, further details of which were set out in the announcements of the Company dated 24 October 2022 and 12 December 2022, there was no transaction, arrangement or contract of significance entered into in the financial year ended 31 December 2022 or subsisted at any time during the financial year in which a Director or an entity connected with a Director was materially interested, either directly or indirectly. All amounts outstanding pursuant to the Loan Facility had been repaid as of 31 December 2022.
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