ASIAPHOS LIMITED

ASIAPHOS LIMITED (Company Registration No. 201200335G) (Incorporated In Singapore) (the “ Company ”)

MINUTES OF ANNUAL GENERAL MEETING

PLACE : 22 Kallang Avenue, #03-02 Hong Aik Industrial Building, Singapore 339413 DATE : Thursday, 24 April 2025 TIME : 10.00 a.m. PRESENT : As set out in the attendance records maintained by the Company CHAIRMAN : Mr Wong Quee Quee, Jeffrey

NOTICE OF MEETING, QUORUM AND INTRODUCTION

The Chairman welcomed shareholders to the Annual General Meeting (the “ AGM ” or “ Meeting ”) and called the Meeting to order at 10.00 a.m. He introduced the Directors present.

A quorum was present. The Chairman sought and obtained shareholders’ permission to take the Notice of AGM dated 9 April 2025, convening the Meeting as read.

APPOINTING CHAIRMAN OF MEETING AS PROXY AND POLL VOTING

The Chairman informed the Meeting that he had been appointed by some shareholders as proxy and would be voting in accordance with their instructions.

He also informed the shareholders that in compliance with Article 58 of the Company’s Constitution and Listing Manual Section B: Rules of Catalist of Singapore Exchange Securities Trading Limited (the “ Catalist Rules ”), the voting of all proposed resolutions would be by poll. The Chairman further informed the shareholders that the voting would be done after all the proposed resolutions had been dealt with and on a single poll slip. Reliance 3P Advisory Pte Ltd was appointed as Scrutineer, and Boardroom Corporate & Advisory Services Pte. Ltd. was appointed as Polling Agent for the purpose of the poll.

SUBMISSION OF QUESTIONS

The Chairman reported that questions were received from a shareholder, which the Company had responded to and announced through SGXNET on 21 April 2025.

ORDINARY BUSINESS:

Resolution 1 – Adoption of Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2024

The Meeting proceeded to receive and consider the Directors’ Statement and Audited Financial Statements of the Company for the financial year ended 31 December 2024 together with the Auditor’s Report.

The Chairman proposed the motion to pass the following resolution:

“That the Directors’ Statement and Audited Financial Statements of the Company for the financial year ended 31 December 2024 together with the Auditor’s Report be received and adopted.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman proceeded to the next resolution.

ASIAPHOS LIMITED

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Minutes of Annual General Meeting held on 24 April 2025

Resolution 2 – Election of Mr Wong Quee Quee, Jeffrey, as a Director of the Company

As this resolution dealt with the election of Mr Wong Quee Quee, Jeffrey, Mr Ong Eng Keong took over the chairmanship for this resolution.

Mr Jeffrey Wong, who was retiring as a Director of the Company pursuant to Article 87 of the Company’s Constitution had signified his consent to continue in office.

Mr Jeffrey Wong would, upon election as a Director of the Company, remain as the Chairman of the Board and the Chairman of the Nominating Committee and will be considered independent.

Mr Ong Eng Keong proposed the motion to pass the following resolution:

“That Mr Wong Quee Quee, Jeffrey be elected as a Director of the Company.”

The Meeting was opened to the floor for questions. As no questions were raised, Mr Ong Eng Keong returned the chairmanship to the Chairman to resume the conduct of the Meeting.

Resolution 3 – Election of Mr Lu King Seng as a Director of the Company

Mr Lu King Seng, who was retiring as a Director of the Company pursuant to Article 87 of the Company’s Constitution had signified his consent to continue in office.

Mr Lu would, upon election as a Director of the Company, remain as the Chairman of the Audit Committee and a member of the Nominating and Remuneration Committees and will be considered independent for the purposes of Rule 704(7) of the Catalist Rules.

The Chairman proposed the motion to pass the following resolution:

“That Mr Lu King Seng be elected as a Director of the Company.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman proceeded to the next resolution.

Resolution 4 – Election of Mr James Cheemee Wong as a Director of the Company

Mr James Cheemee Wong, who was retiring as a Director of the Company pursuant to Article 87 of the Company’s Constitution had signified his consent to continue in office.

Mr James Wong would, upon election as a Director of the Company, remain as the Chairman of the Remuneration Committee and a member of the Audit Committee and will be considered independent for the purposes of Rule 704(7) of the Catalist Rules.

The Chairman proposed the motion to pass the following resolution:

“That Mr James Cheemee Wong be elected as a Director of the Company.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman proceeded to the next resolution.

ASIAPHOS LIMITED

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Minutes of Annual General Meeting held on 24 April 2025

Resolution 5 – Re-election of Mr Ong Eng Hock Simon as a Director of the Company

Mr Ong Eng Hock Simon, who was retiring as a Director of the Company pursuant to Article 88 of the Company’s Constitution had signified his consent to continue in office.

Mr Simon Ong would, upon re-election as a Director of the Company, remain as a member of the Audit and Remuneration Committees and will be considered non-independent for the purposes of Rule 704(7) of the Catalist Rules.

The Chairman proposed the motion to pass the following resolution:

“That Mr Ong Eng Hock Simon be re-elected as a Director of the Company.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman proceeded to the next resolution.

Resolution 6 – Approval of Directors’ fees of up to S$180,000 for the financial year ending 31 December 2025

The Chairman informed that the Board of Directors had recommended the payment of a sum up to S$180,000 as Directors’ fees for the financial year ending 31 December 2025, payable quarterly in arrears.

The Chairman proposed the motion to pass the following resolution:

“That the Directors’ fees of up to S$180,000 for the financial year ending 31 December 2025, payable quarterly in arrears, be approved for payment.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman proceeded to the next resolution.

Resolution 7 – Re-appointment of PKF-CAP LLP as the Auditor of the Company

The Auditor, PKF-CAP LLP, had expressed its willingness to continue in office.

The Chairman proposed the motion to pass the following resolution:

“That PFK-CAP LLP be re-appointed as the Auditor of the Company for the ensuing year and to authorise the Directors of the Company to fix its remuneration.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman proceeded to the next resolution.

As no notice of any other business had been received by the Secretary, the Meeting proceeded to deal with the special business of the Meeting.

SPECIAL BUSINESS:

Resolution 8 – Authority to issue ordinary shares in the capital of the Company and/or Instruments

The Chairman proposed the motion to pass the following resolution:

“That pursuant to Section 161 of the Companies Act 1967 (the “ Companies Act ”) and Rule 806 of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”), the Directors be authorised and empowered to:

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Minutes of Annual General Meeting held on 24 April 2025

(a) (i) allot and issue ordinary shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued including, but not limited to, the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force, provided that:
(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Ordinary Resolution) to be issued pursuant to this Ordinary Resolution shall not exceed one hundred per centum (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Ordinary Resolution) to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under subparagraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time of the passing of this Ordinary Resolution, after adjusting for:
- (a) new Shares arising from the conversion or exercise of any convertible securities;
- (b) new Shares arising from exercise of share options or vesting of share awards; and
- (c) any subsequent bonus issue, consolidation or subdivision of Shares.

Adjustments in accordance with sub-paragraph (2)(a) or (2)(b) are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Ordinary Resolution.

(3) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and
(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.”

The Meeting was opened to the floor for questions. As no questions were raised, the Chairman invited the Scrutineer to explain the poll procedures to the shareholders.

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