Es Group (holdings) LimitedSGX: 5RC

Minutes Of Annual General Meeting Held On 29 April 2025

· Issued by Es Group (holdings) Limited
ES GROUP (HOLDINGS) LIMITED

(Company Registration No. 200410497Z) (Incorporated in the Republic of Singapore) (the "Company")

MINUTES OF ANNUAL GENERAL MEETING ("AGM" OR "MEETING") PLACE : 10 Kwong Min Road Singapore 628712 DATE : Tuesday, 29 April 2025 TIME : 2:00 p.m. PRESENT : As set out in the attendance records maintained by the Company. IN ATTENDANCE : As set out in the attendance records maintained by the Company. CHAIRMAN : Mr. Ong Beng Chye INTRODUCTION

The Chairman introduced the Board of Directors present in the Meeting.

QUORUM

The Chairman declared the Meeting open at 2:00 p.m. upon confirmation by the Company Secretary that the quorum necessary for a general meeting as set out in the Constitution of the Company was present.

NOTICE

With the consent of the AGM, the Notice of the AGM dated 7 April 2025 ("Notice") together with the Company's annual report for the financial year ended 31 December 2024 ("Annual Report") which had been circulated for the required statutory period to shareholders of the Company ("Shareholders") was taken as read. Proxy forms lodged had been checked and found to be in order.

QUESTIONS FROM SHAREHOLDERS

The Chairman informed that as mentioned in the Notice, Shareholders were able to submit questions relating to the resolutions to be tabled for approval at the AGM prior to the Meeting by 9:00 a.m. on 15 April 2025. As at the cut-off date and time for submission of questions, there was no question received by the Company.

The Chairman also highlighted that during the course of the AGM, Shareholders could raise any questions relating to the resolutions. Shareholders were requested to state their names before asking any questions. If they are a proxy, they were requested to state clearly their names and the names of the person or company they represent.

VOTING BY POLL

The Chairman informed that all resolutions to be tabled at the AGM would be voted upon by way of poll as required under the Listing Manual - Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited ("SGX-ST") ("Catalist Rules").

The Chairman informed the Meeting that Boardroom Corporate & Advisory Services Pte. Ltd. has been appointed as the Polling Agent and Reliance 3P Advisory Pte. Ltd. as the Scrutineer.

The poll on each resolution would be conducted after the formalities of the AGM.

ORDINARY BUSINESSES:
  1. AUDITED FINANCIAL STATEMENTS AND DIRECTORS' STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 - RESOLUTION 1

    The Meeting proceeded to receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2024 ("Audited Financial Statements") and the Independent Auditors' Report. The Chairman invited Shareholders to raise any questions on the Audited Financial Statements or Directors' Statement.

    There being no questions from the Shareholders, the Chairman called for a proposer and a seconder for Resolution 1.

    The Resolution 1 was proposed and seconded by the Shareholders and the Chairman put the following resolution to vote:

    "That the Audited Financial Statements and Directors' Statement of the Company and the Group for the financial year ended 31 December 2024 together with the Independent Auditors' Report be and are hereby received and adopted."

  2. RE-ELECTION OF MR. ONG BENG CHYE AS A DIRECTOR - RESOLUTION 2

    As Resolution 2 was related to the re-election of the Chairman, Mr. Ong Beng Chye as a Director of the Company pursuant to Regulation 98 of the Company's Constitution, Mr Low Chee Wee ("Mr Low") took over the chairmanship for this resolution.

    Mr. Ong Beng Chye, who was retiring as a Director of the Company pursuant to Regulation 98 of the Company's Constitution, had indicated his consent to continue in office. Mr. Low invited Shareholders to raise any questions on the Resolution 2.

    There being no questions from the Shareholders, Mr. Low called for a proposer and a seconder for Resolution 2.

    The Resolution 2 was proposed and seconded by the Shareholders and Mr. Low put the following resolution to vote:

    "That Mr. Ong Beng Chye, who retired from office pursuant to Regulation 98 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.

    Mr. Ong Beng Chye will, upon re-election as a Director of the Company, remain as the Non-Executive Chairman and Independent Director of the Company and continue to serve as the Chairman of the Audit and Risk Committee and the Nominating Committee of the Company, as well as a member of the Remuneration and Compensation Committee."

    Mr. Low returned the chairmanship to the Chairman to resume the conduct of the Meeting.

  3. RE-ELECTION OF MR. EDDY NEO CHIANG SWEE AS A DIRECTOR - RESOLUTION 3

    Resolution 3 deals with the re-election of the Director, Mr. Eddy Neo Chiang Swee ("Mr. Neo") as a Director of the Company. Mr. Neo, who was retiring as a Director of the Company pursuant to Regulation 98 of the Company's Constitution, had indicated his consent to continue in office. The Chairman invited Shareholders to raise any questions on the Resolution 3.

    There being no questions from the Shareholders, the Chairman called for a proposer and a seconder for Resolution 3.

    The Resolution 3 was proposed and seconded by the Shareholders and the Chairman put the following resolution to vote:

    "That Mr. Eddy Neo Chiang Swee, who retired from office in accordance with Regulation 98 of the Constitution of the Company and being eligible, offered himself for re-election, be and is hereby re-elected as a Director of the Company.

    Mr. Eddy Neo Chiang Swee will, upon re-election as a Director of the Company, remain as the Executive Director (Development) of the Company."

  4. DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2025, PAYABLE QUARTERLY IN ARREARS - RESOLUTION 4

    The Board had recommended the payment of Directors' fees of up to S$128,500 for the financial year ending 31 December 2025, payable quarterly in arrears. The Chairman invited Shareholders to raise any questions on the Resolution 4.

    There being no questions from the Shareholders, the Chairman called for a proposer and a seconder for Resolution 4.

    The Resolution 4 was proposed and seconded by the Shareholders and the Chairman put the following resolution to vote:

    "That the payment of the Directors' fees of up to S$128,500 for the financial year ending 31 December 2025, payable quarterly in arrears be approved."

  5. RE-APPOINTMENT OF MESSRS FORVIS MAZARS LLP AS THE AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION - RESOLUTION 5

    Resolution 5 deals with the re-appointment Messrs Forvis Mazars LLP as auditors of the Company. The retiring auditors, Messrs Forvis Mazars LLP, had expressed their willingness to continue in office. The Chairman invited Shareholders to raise any questions on the Resolution 5.

    There being no questions from the Shareholders, the Chairman called for a proposer and a seconder for Resolution 5.

    The Resolution 5 was proposed and seconded by the Shareholders and the Chairman put the following resolution to vote:

    "That Messrs Forvis Mazars LLP, who have expressed their willingness to continue in office, be and are hereby re-appointed as Auditors until the conclusion of the next AGM at a fee to be agreed between the Directors and Messrs Forvis Mazars LLP be approved."

    ANY OTHER BUSINESS

    As no notice of any other ordinary business to be transacted at the Meeting had been received by the Secretary, the Meeting proceeded to deal with the special businesses outlined in the Notice convening the Meeting.

    SPECIAL BUSINESSES:
  6. RENEWAL OF THE SHARE BUY-BACK MANDATE - RESOLUTION 6

    The Meeting was informed that Resolution 6 on the Agenda was to approve the proposed renewal of the share buy-back mandate. The text of Resolution 6 was set out under item 7 in the Notice on pages 176 to 178 of the Annual Report. The Chairman invited Shareholders to raise any questions on the Resolution 6.

    There being no questions from the Shareholders, the Chairman called for a proposer and a seconder for Resolution 6.

    The Resolution 6 was proposed and seconded by the Shareholders and the Chairman put the following resolution to vote:

    "That:

    1. for the purposes of the Companies Act 1967 of Singapore (the "Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

      1. on-market purchases (each a "Market Purchase"), transacted on the Catalist through the Singapore Exchange Securities Trading Limited's (the "SGX-ST") trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or

      2. off-market purchases (each an "Off-Market Purchase") (if effected otherwise than on the Catalist) in accordance with an equal access scheme(s) as defined in Section 76C of the Act as may be determined or formulated by the Directors of the Company as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act and the SGX-ST Listing Manual Section B: Rules of Catalist (the "Catalist Rules"),

        (the "Share Buy-back Mandate"), be and is hereby authorised and approved generally and unconditionally;

    2. unless varied or revoked by an ordinary resolution of shareholders of the Company in a general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-back Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earliest of:

      1. the date on which the next Annual General Meeting of the Company is held or required by law to be held; or

      2. the date on which the purchases or acquisitions of the Shares are carried out to the full extent mandated by the Share Buy-back Mandate; or

      3. the date on which the authority conferred by the Share Buy-back Mandate is revoked or varied by an ordinary resolution of shareholders of the Company in a general meeting,

        (the "Relevant Period");

    3. in this Resolution 6:

      "Prescribed Limit" means the number of Shares representing not more than 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) as at the date passing this Resolution, unless the Company has effected a reduction of its share capital in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the total number of issued Shares shall be taken to be the total number of issued Shares as altered (excluding treasury shares and subsidiary holdings that may be held by the Company from time to time);

      "Maximum Price" in relation to a Share to be purchased or acquired, means an amount (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) not exceeding:

      1. in the case of a Market Purchase, the price per Share which is not more than 5% above the Average Closing Price of the Shares; and

      2. in the case of an Off-Market Purchase pursuant to an equal access scheme, the price per Share which is not more than 20% above the Average Closing Price of the Shares; and

        For the purposes above:

        "Average Closing Price" means the average of the closing market prices of the Shares for the last 5 Market Days on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company, or as the case may be, the Offer Date pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action occurring during the relevant 5 Market Days period and the day on which the purchases or acquisitions of Shares are made;

        "Market Day" means a day on which the SGX-ST is open for trading in securities; and

        "Offer Date" means the day on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from shareholders of the Company, stating therein the purchase price (which shall not be more than the Maximum Price determined on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

    4. the Directors of the Company and each of them be and are hereby authorised and empowered to complete and do all such acts and things (including executing such documents as may be required) as they may consider desirable, expedient or necessary in the interest of the Company in connection with or for the purposes of giving full effect to the Share Buy-back Mandate."

  7. AUTHORITY TO ALLOT AND ISSUE SHARES - RESOLUTION 7

The Meeting was informed that Resolution 7 on the Agenda was to authorise the Directors to issue and allot shares pursuant to Section 161 of the Companies Act and Rule 806 of the Catalist Rules. The text of Resolution 7 was set out under item 8 of the Notice on pages 178 to 179 of the Annual Report. The Chairman invited Shareholders to raise any questions on the Resolution 7.

There being no questions from the Shareholders, the Chairman called for a proposer and a seconder for Resolution 7.

The Resolution 7 was proposed and seconded by the Shareholders and the Chairman put the following resolution to vote:

"That, pursuant to Section 161 of the Act and Rule 806 of the Catalist Rules, authority be and is hereby given to the Directors of the Company to:

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