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ATTIKA GROUP LTD. AGM Information 2025

Apr 10, 2025

67595_rns_2025-04-10_52afffd7-0fd4-412f-8162-eca269b21f04.pdf

AGM Information

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ATTIKA GROUP LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number: 202432308C)

N OTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“ AGM ”) of Attika Group Ltd. (the “ Company ”), and together with its subsidiary, (the “ Group ”) will be held at 600 North Bridge Road, #05-01 Parkview Square, Singapore 188778 on Monday, 28 April 2025 at 10.00 a.m., to transact the following businesses:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Statement and the Audited Financial Statements of the (Resolution 1)
Company and the Group for the f nancial year ended 31 December 2024, together with the
Independent Auditor’s Report thereon.
2. To declare a f nal (tax exempt one-tier) dividend of 0.7353 Singapore cents per ordinary
share for the f nancial year ended 31 December 2024.
(Resolution 2)
3. To approve the payment of Directors’ fees of S$32,534 for the f nancial year ended (Resolution 3)
31 December 2024.
[See explanatory note (i)]
4. To approve the payment of Directors’ fees of S$122,000 for the f nancial year ending (Resolution 4)
31 December 2025, to be paid monthly in arrears.
5. To re-elect the following Directors, who will be retiring by rotation pursuant to Regulation
118 of the Constitution of the Company and who, being eligible, of er themselves for
re-election:
(a)
Mr Tan Buan Joo
(Resolution 5)
(b)
Mr Tang Kim Foo
(Resolution 6)
[See explanatory notes (ii) to (iii)]
6. To re-elect the following Directors, who will be retiring pursuant to Regulation 123 of the
Constitution of the Company and who, being eligible, of er themselves for re-election:
(a)
Mr Ong Shen Chieh
(Resolution 7)
(b)
Ms Toh Shih Hua
(Resolution 8)
(c)
Mr Sim Chee Siong
(Resolution 9)
[See explanatory notes (iv) to (vi)]
7. To re-appoint Messrs Baker Tilly TFW LLP as Auditor of the Company to hold of ce until
the conclusion of the next AGM of the Company, and to authorise the Directors to f x their
(Resolution 10)
remuneration.
  1. To transact any other ordinary business which may properly be transacted at an AGM.

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AS SPECIAL BUSINESS

  1. Authority to allot and issue shares

(Resolution 11)

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

  • (a) (i) issue and allot new shares (“ Shares ”) in the capital of the Company whether by way of rights, bonus or otherwise; and/or

  • (ii) 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) 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 fi t; and

  • (b) (notwithstanding that this authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this authority was in force,

provided that:

  • (1) the aggregate number of Shares to be issued pursuant to this authority (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority), shall not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), and provided further that where shareholders of the Company (“ Shareholders ”) are not given the opportunity to participate in the same on a pro-rata basis, then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority) shall not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with subparagraph (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 sub-paragraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the issued Shares (excluding treasury shares and subsidiary holdings) at the time this authority was conferred, after adjusting for:

  • (a) new Shares arising from the conversion or exercise of any convertible securities;

  • (b) new Shares arising from the exercise of share options or the vesting of share awards; and

  • (c) any subsequent bonus issue, consolidation or sub-division of the Shares;

Adjustments in accordance with 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 Resolution;

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  • (3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution of the Company for the time being; and

  • (4) (unless revoked or varied by the Company in a general meeting) the authority conferred by this Resolution 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 and the Catalist Rules to be held, whichever is earlier.

  • [See Explanatory Note (vii)]

By Order of the Board of Directors ATTIKA GROUP LTD.

Sim Yok Teng Yap Yoke Peng Joint Company Secretaries

Date: 11 April 2025

Explanatory Notes:

  • (i) Ordinary Resolution 3 is to approve the payment of Directors’ fees of S$32,534 to Independent Directors of the Company for the fi nancial year ended 31 December 2024. The Directors’ fees for the fi nancial year ended 31 December 2024 were pro-rated based on the duration of service of Independent Directors for the period commencing from the date of their appointment as Directors of the Company on 25 September 2024 to 31 December 2024.

  • (ii) Ordinary Resolution 5 is to re-elect Mr Tan Buan Joo, who will be retiring pursuant to Regulation 118 of the Constitution of the Company. Mr Tan Buan Joo will, upon re-election as a Director, remain as the Managing Director and Executive Chairman of the Company. Detailed information on Mr Tan Buan Joo (including information as set out in Appendix 7F of the Catalist Rules) can be found in the section “Additional Information on Directors seeking for re-election” of the Company’s FY2024 Annual Report.

  • (iii) Ordinary Resolution 6 is to re-elect Mr Tang Kim Foo, who will be retiring pursuant to Regulation 118 of the Constitution of the Company. Mr Tang Kim Foo will, upon re-election as a Director, remain as the Executive Director of the Company. Detailed information on Mr Tang Kim Foo (including information as set out in Appendix 7F of the Catalist Rules) can be found in the section “Additional Information on Directors seeking for re-election” of the Company’s FY2024 Annual Report.

  • (iv) Ordinary Resolution 7 is to re-elect Mr Ong Shen Chieh, who will be retiring pursuant to Regulation 123 of the Constitution of the Company. Mr Ong Shen Chieh will, upon re-election as a Director, remain as the Lead Independent Director, Chairman of the Remuneration Committee, Member of the Audit Committee, and Member of the Nominating Committee of the Company. He is considered independent by the Board of Directors of the Company for the purpose of Rule 704(7) of the Catalist Rules. Detailed information on Mr Ong Shen Chieh (including information as set out in Appendix 7F of the Catalist Rules) can be found in the section “Additional Information on Directors seeking for re-election” of the Company’s FY2024 Annual Report.

  • (v) Ordinary Resolution 8 is to re-elect Ms Toh Shih Hua, who will be retiring pursuant to Regulation 123 of the Constitution of the Company. Ms Toh Shih Hua will, upon re-election as a Director, remain as an Independent Director, Chairman of the Audit Committee, Member of the Nominating Committee, and Member of the Remuneration Committee of the Company. She is considered independent by the Board of Directors of the Company for the purpose of Rule 704(7) of the Catalist Rules. Detailed information on Ms Toh Shih Hua (including information as set out in Appendix 7F of the Catalist Rules) can be found in the section “Additional Information on Directors seeking for re-election” of the Company’s FY2024 Annual Report.

  • (vi) Ordinary Resolution 9 is to re-elect Mr Sim Chee Siong, who will be retiring pursuant to Regulation 123 of the Constitution of the Company. Mr Sim Chee Siong will, upon re-election as a Director, remain as an Independent Director, Chairman of the Nominating Committee, Member of the Audit Committee, and Member of the Remuneration Committee of the Company. He is considered independent by the Board of Directors of the Company for the purpose of Rule 704(7) of the Catalist Rules. Detailed information on Mr Sim Chee Siong (including information as set out in Appendix 7F of the Catalist Rules) can be found in the section “Additional Information on Directors seeking for re-election” of the Company’s FY2024 Annual Report.

  • (vii) Ordinary Resolution 11 , if passed, will empower the Directors of the Company from the date of this AGM until the date 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 or such authority is carried or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares in the Company and/or the Instruments (as defi ned above). The aggregate number of Shares (including Shares to be made in pursuance of Instruments, made or granted pursuant to this Resolution) which the Directors may allot and issue, shall not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which the total number of Shares and convertible securities other than on a pro-rata basis to existing Shareholders, shall not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company.

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IMPORTANT INFORMATION:

  1. All Shareholders of the Company are invited to attend the AGM physically. There will be no option for Shareholders to participate virtually. Printed copies of the Notice of AGM, proxy form and request form will be despatched to Shareholders. These documents together with the Company’s Annual Report for the fi nancial year ended 31 December 2024 (the “ FY2024 Annual Report ”) are available on the Company’s website at the URL: https://attikainterior.listedcompany.com/newsroom.html, and the SGXNet at the URL: https://www.sgx.com/securities/company-announcements.

  2. A Shareholder who wishes to request for a printed copy of the FY2024 Annual Report may do so by completing and returning the request form which has been despatched to him, by Saturday, 19 April 2025:

  3. (a)

  4. (b) via email to the Company at [email protected] and/or [email protected].

Submission of written questions in advance of the AGM

  1. Shareholders who wish to submit substantial and relevant written questions relating to resolutions as set out in this notice in advance of the AGM may do so in the following manner:

  2. (a)

  3. (b) by email to the Company at [email protected] and/or [email protected],

in either case, all written questions must be submitted to the Company by 10.00 a.m. on Saturday, 19 April 2025.

When sending in questions to the Company, either by post or email, please also provide the following details: (a) full name; (b) correspondence address; and (c) the manner in which the Shares are held (e.g. via CDP, SRS and/or scrip).

Supplementary Retirement Scheme (“ SRS ”) investors should approach their SRS operators to submit their questions based on the abovementioned instructions.

  1. The Company will endeavour to address all substantial and relevant questions received from Shareholders prior to the AGM by publishing the responses to such questions on the Company’s website and the SGXNET by 22 April 2025. If substantial and relevant written questions are submitted after the abovementioned cut-off time, they will be addressed during the AGM. The Company’s responses to questions addressed during the AGM, or follow-up questions on substantial and relevant questions received prior to the AGM will be published on the SGXNET and the Company’s corporate website, together with the minutes of the AGM within 1 month after the date of the AGM. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

Submission of proxy form

  1. A Shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint not more than 2 proxies, to attend and vote on his behalf.

  2. Where a Shareholder appoints 2 proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion or number is specifi ed, the fi rst named proxy may be treated as representing 100% of the shareholding and any second named proxy as an alternate to the fi rst named.

  3. A Shareholder (who is a Relevant Intermediary) is entitled to appoint more than 2 proxies to attend and vote at the AGM. It shall specify in the proxy form the proportion of its shares (expressed as a percentage of the whole) to be represented by each proxy.

“Relevant intermediary” shall have the meaning ascribed to it in Section 181 of the Companies Act 1967.

  1. A proxy need not be a Shareholder of the Company. A Shareholder can appoint the Chairman of the AGM as his proxy, but this is not mandatory.

  2. The proxy form duly executed, must be submitted to the Company in the following manner:

  3. (a) Road, #20-01 City House, Singapore 068877; or

  4. (b) by email to the Company at [email protected], in either case, by 10.00 a.m. on Friday, 25 April 2025 (being not less than 72 hours before the time appointed for holding the AGM).

  5. A Shareholder who wishes to submit a proxy form can use the printed copy of the proxy form which is despatched to him by post. Alternatively, he may download a copy of the proxy form from the SGXNET or the Company’s website.

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  1. SRS investors who hold the Company’s shares through SRS operators:

  2. (a) may vote at the AGM if they are appointed as proxies by their SRS operators and should approach them if they have any queries regarding their appointment as proxies; or

  3. (b) must appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM if they are not able to attend the AGM, in which case, the relevant SRS Investors shall be precluded from attending the AGM. They should approach their SRS operators to submit their votes at least 7 business days before the AGM (i.e. by 10.00 a.m. on Wednesday, 16 April 2025), in order to allow suffi cient time for their SRS operators to in turn submit a proxy form to vote on their behalf by 10.00 a.m. on Friday, 25 April 2025 (being not less than 72 hours before the time appointed for holding the AGM).

  4. The proxy form must be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, it must be executed either under its common seal or signed by its attorney or offi cer duly authorised.

  5. The Company shall be entitled to reject a proxy form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed on the proxy form (such as in the case where the appointor submits more than 1 proxy form). In addition, in the case of Shares entered in the Depository Register, the Company may reject a proxy form if the Shareholder, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the AGM as certifi ed by CDP to the Company.

  6. The sending of a proxy form by a Shareholder does not preclude him from attending and voting in person at the AGM in place of his proxy if he fi nds that he is able to do so, in which case the appointment of the proxy shall be deemed to be revoked by such attendance.

PERSONAL DATA PRIVACY:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM of the Company and/or any adjournment thereof, a Shareholder of the Company (i) consents to the collection, use and disclosure of the Shareholder’s and its proxy(ies)’s or representative(s)’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes of meeting and other documents relating to the AGM of the Company (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”); and (ii) warrants that where the Shareholder discloses the personal data of the Shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the Shareholder has obtained the prior express consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes. Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a Shareholder of the Company (such as his name, his presence at the AGM and any questions he may raise or motions he proposes/seconds) may be recorded by the Company for such purpose.

This Notice has been reviewed by the Company’s sponsor, RHB Bank Berhad (the “ Sponsor ”) in accordance with Rule 226(2)(b) of the Catalist Rules. This Notice has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Notice, including the correctness of any of the statements or opinions made or reports contained in this Notice.

The contact person for the Sponsor is Mr Alvin Soh, Head, Corporate Finance, RHB Bank Berhad, at 90 Cecil Street, #03-00 RHB Bank Building, Singapore 069531, Telephone: +65 6320 0627.

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