Toga Ltd appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Election of Directors


On July 5, 2022, Alexander D. Henderson, Iain Bratt, Jim Lupkin, and Shemori BoShae Guinn tendered their resignations from the Board of Directors (the "Outgoing Board") and from all executive officer positions of Toga Limited (the "Company," "we," "us," or "our). Such resignations were effective as of the close of the Meeting.


As further described below in Item 5.07, on July 7, 2022 (Malaysia Time), at a Special Meeting of the Stockholders (the "Meeting") of the Company, the stockholders elected five (5) directors to the Company's Incoming Board of Directors. The Election of Director Nominees is described in greater detail in the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on May 27, 2022 (the "Proxy Statement"), under the caption "Proposal 1 - Election of Directors" which disclosure is incorporated herein by reference. 


The following persons were appointed to the audit committee of the Board of Directors:


·
 Seow Wen "Stanley" Jun--Chair 


·
 Chuah Ming Zhe 


·
 Chong Sheng Quan 


·
 Chung Meng Chow 


The following persons were appointed to the compensation committee of the Board of Directors:


·
 Seow Wen "Stanley" Jun 


·
 Chuah Ming Zhe--Chair 


·
 Chong Sheng Quan 


·
 Chung Meng Chow 


The following persons were appointed to the nominating and corporate governance committee of the Board of Directors:


·
 Seow Wen "Stanley" Jun--Chair 


·
 Chuah Ming Zhe 


·
 Chong Sheng Quan 


·
 Chung Meng Chow 


Appointment of Officers


Effective July 7, 2022 (Malaysia Time) (July 6, 2022, 5:00 p.m. Pacific Time), the Board appointed Michael Toh Kok Soon as Chairman of the Board, President, Chief Executive Officer and Treasurer and, Chuah Ming Zhe as Secretary.


Biographies


Michael Toh Kok Soon, 35


Michael Toh Kok Soon is a current director who previously served as our Chief Executive Officer ("CEO"), President and Chairman of our Board of Directors from 2016 until September 2021. The Board removed Mr. Toh from his positions as CEO, President and Chairman of the Board of Directors in September 2021 in response to, among other things, Mr. Toh declining to participate in Board meetings and attempting to postpone the Company's governance matters until a new Board is installed, in addition to the matters discussed above under the heading "What is the basis for the Board's voting recommendation." The Board also appointed a Special Committee of the Board, consisting of the independent directors and Mr. Henderson, to handle day-to-day operations in light of the litigation pending against the Company brought by Mr. Toh. Since January 2018, Mr. Toh has also served as the Chief Executive Officer of our wholly owned subsidiary, TOGL Technology. From February 2015 until February 2018, Mr. Toh served as the Chief Executive Officer and a director of Toga Capital; Mr. Toh ceased being affiliated with Toga Capital when he resigned his positions and sold all of his ownership in the Toga Capital in February 2018 (effective September 18, 2018). Mr. Toh obtained a Bachelor of Engineering Electronics degree in Telecommunications, with distinction, from the Multimedia University in Melaka, Malaysia in 2007. Mr. Toh also received his MBA from Melbourne University and Doctorate from London School of Economics in 2018.


2 


Chuah Ming Zhe, 31


Chuah Ming Zhe is a nominee to serve as a Director of Toga Limited. Beginning in 2018 through the present, Mr. Zhe served as Vice President of a Malaysian charity organization, the Qian Hai International Foundation. From 2018 to 2020, Mr. Zhe served as a marketing executive for a multi-level marketing company specializing in gel-based nutritional products, Agel Enterprises International Sdn. Bhd. Agel Enterprises was among Toga Limited's largest customers as of April 2019 and has held Toga Limited stock since 2019. From 2014 to 2016, Mr. Zhe worked as an assistant manager of a Malaysian-based pub and restaurant operator, Soho Country House Sdn. Bhd. In 2014, Mr. Zhe earned his bachelor's degree of sports science in sports management from Universiti Malaya in Malaysia.