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AUDIENCE ANALYTICS LIMITED — AGM Information 2026
Apr 13, 2026
67112_rns_2026-04-12_29444229-5614-436e-822c-b0f8c776f96e.pdf
AGM Information
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AUDIENCE ANALYTICS LIMITED (Company Registration No. 202113626W) (Incorporated in the Republic of Singapore) (The “Company”, and together with its subsidiaries, the “Group”)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM” or the “Meeting”) of the Company will be convened and held at 600 North Bridge Road, #05-01, Parkview Square, Singapore 188778 on Tuesday, 28 April 2026 at 2.00 p.m. for the purposes of transacting the following business:-
NOTICE OF ANNUAL GENERAL MEETING
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Authority to allot and issue shares in the capital of the Company (cont’d)
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(a) (i) allot and issue shares in the capital of the Company (the “Shares”) whether by way of rights, bonus or otherwise; and/or
(Resolution 8)
AS ORDINARY BUSINESS
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To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company (Resolution 1) and of the Group for the financial year ended 31 December 2025 (“FY2025”), together with the Independent Auditor’s Report thereon.
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To declare and approve the payment of a first and final tax-exempt (one-tier) dividend of S$0.015 per (Resolution 2) ordinary share in respect of FY2025.
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To re-elect the following Directors of the Company (the “Directors”), who are retiring by rotation pursuant to Regulation 100 of the Constitution of the Company and who, being eligible, offer themselves for re-election as Directors:-
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(a) Datuk William Ng Yan Meng [See Explanatory Note (i)]
(Resolution 3)
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(b) Datuk Alexandra Chin (Resolution 4) [See Explanatory Note (ii)]
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To re-elect Mr. Yeoh Chen Chow, who is retiring pursuant to Regulation 104 of the Constitution of the (Resolution 5) Company and who, being eligible, offers himself for re-election as Director. [See Explanatory Note (iii)]
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To approve the payment of Directors’ fees of up to S$74,000 for the financial year ending 31 December 2026 (“FY2026”), to be paid half yearly in arrears (FY2025: S$74,000).
(Resolution 6)
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To re-appoint Messrs Baker Tilly TFW LLP as the Independent Auditors of the Company to hold office (Resolution 7) until the next AGM of the Company and to authorise the Directors to fix their remuneration.
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To transact any other ordinary business which may be properly transacted at an AGM of the Company.
AS SPECIAL BUSINESS
- (ii) make or grant offers, agreements, or options (collectively, the “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 that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution is in force,
provided that:-
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(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) shall not exceed one hundred per cent. (100%) of the Company’s total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company (the “Shareholders”) (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution), shall not exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below);
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(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 (including Shares to be issued pursuant to the Instruments) that may be issued under sub-paragraph (1) above, the percentage of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) shall be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) at the time of the passing of this Resolution, after adjusting for:-
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(i) new Shares arising from the conversion or exercise of the Instruments or any convertible securities which are outstanding or subsisting at the time this Resolution is passed;
To consider and, if thought fit, pass the following as Ordinary Resolutions, with or without modifications:-
- Authority to allot and issue shares in the capital of the Company
“That pursuant to Section 161 of the Companies Act 1967 of Singapore (the “Companies Act”), the Constitution of the Company (the “Constitution”) and Rule 806 of the Listing Manual Section B: Rules of Catalist (the “Catalist Rules”) of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), authority be and is hereby given to the Directors to:-
(Resolution 8)
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(ii) (where applicable) new Shares arising from the exercise of share options or vesting of share awards provided that such share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
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(iii) any subsequent bonus issue, consolidation, or subdivision of shares;
provided that the adjustments in accordance with sub-paragraph (2)(i) or subparagraph (2)(ii) above are only to be made in respect of new Shares arising from the Instruments, convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution;
ANNUAL REPORT 2025
1 AUDIENCE ANALYTICS LIMITED
2
NOTICE OF ANNUAL GENERAL MEETING
8. Authority to allot and issue shares in the capital of the Company (cont’d)
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(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules (including supplemental measures hereto) for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and the Constitution; and
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(4) (unless revoked or varied by the Company in a general meeting) the authority conferred by this Resolution shall continue in force until (i) 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, or (ii) in the case of Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such Shares in accordance with the terms of the Instruments.”
[See Explanatory Note (iv)]
9. Authority to offer and grant awards, and to allot and issue Shares under the Shared Purpose and Prosperity Incentive Plan (“SPRINT”)
“That pursuant to Section 161 of the Companies Act and the provisions of SPRINT, the Directors be and are hereby authorised to offer and grant awards in accordance with the provisions of SPRINT, and to allot and issue from time to time such number of fully paid-up new Shares as may be required to be allotted and issued pursuant to SPRINT, provided that the total number of new Shares which may be issued or delivered pursuant to the awards granted under SPRINT when aggregated with the total number of Shares over which options and awards are granted under any other share option schemes or share schemes of the Company, shall not exceed fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) on the day preceding the award. Such authority shall, unless revoked or varied by the Company in a general meeting, 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.”
[See Explanatory Note (v)]
(Resolution 8)
(Resolution 9)
NOTICE OF ANNUAL GENERAL MEETING
10. Authority to offer and grant awards to Datuk William Ng Yan Meng, a controlling shareholder of the Company under SPRINT
Unless otherwise defined, all capitalised terms herein shall bear the meanings ascribed to them in the Appendix to the Notice of AGM dated 13 April 2026.
- (a) “That approval be and is hereby given for the proposed grant of an Award to Datuk William Ng Yan Meng, a controlling shareholder of the Company, in accordance with the rules of SPRINT and on the following terms:
| Proposed date of grant of the Award | within 2 months from date of AGM | within 2 months from date of AGM | within 2 months from date of AGM |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
Up to 600,000 | Up to 600,000 | Up to 600,000 |
| Vesting period of the Award | 1 year from the date of grant |
2 years from the date of grant |
3 years from the date of grant |
| Vesting condition of the Award | Subject to the Group achieving predetermined financial performance target for FY2026 |
Subject to the Group achieving predetermined financial performance target for FY2027 |
Subject to the Group achieving predetermined financial performance target for FY2028 |
| Retention period | 1 year from vesting date |
1 year from vesting date |
1 year from vesting date |
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(b) The Directors be and are hereby authorised to allot and issue new Shares and/or transfer existing Shares to Datuk William Ng Yan Meng pursuant to the vesting of the Award, subject to the applicable limits under the rules of SPRINT and the SGX-ST Catalist Rules, in accordance with the rules of SPRINT and on the terms of the Award; and
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(c) The Directors and each of them be and is hereby authorised and empowered to complete and do all such acts and things, and to approve and execute all such documents as they or he may consider necessary, desirable, expedient or appropriate to give effect to this Resolution, with such modifications thereto (if any) as they or he may think fit in the interests of the Company.”
[See Explanatory Note (vi)]
(Resolution 10)
ANNUAL REPORT 2025
3 AUDIENCE ANALYTICS LIMITED
4
(Resolution 12)
NOTICE OF ANNUAL GENERAL MEETING
11. Authority to offer and grant awards to Dato’ Ryan Ooi Keim Fung, a controlling shareholder of the Company under SPRINT
Unless otherwise defined, all capitalised terms herein shall bear the meanings ascribed to them in the Appendix to the Notice of AGM dated 13 April 2026.
- (a) “That approval be and is hereby given for the proposed grant of an Award to Dato’ Ryan Ooi Keim Fung, a controlling shareholder of the Company, in accordance with the rules of SPRINT and on the following terms:
| Proposed date of grant of the Award | within 2 months from date of AGM | within 2 months from date of AGM | within 2 months from date of AGM |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
Up to 400,000 | Up to 400,000 | Up to 400,000 |
| Vesting period of the Award | 1 year from the date of grant |
2 years from the date of grant |
3 years from the date of grant |
| Vesting condition of the Award | Subject to the Group achieving predetermined financial performance target for FY2026 |
Subject to the Group achieving predetermined financial performance target for FY2027 |
Subject to the Group achieving predetermined financial performance target for FY2028 |
| Retention period | 1 year from vesting date |
1 year from vesting date |
1 year from vesting date |
(Resolution 11)
NOTICE OF ANNUAL GENERAL MEETING
- Authority to offer and grant options, and to allot and issue Shares under the Group Employee Share Option Scheme (“Group ESOS”)
“That pursuant to Section 161 of the Companies Act, the Directors be and are hereby authorised and empowered to offer and grant options in accordance with the provisions of the Group ESOS, and to allot and issue from time to time such number of fully paid-up Shares as may be required to be allotted and issued pursuant to the exercise of the options under the Group ESOS (including but not limited to the allotment and issuance of Shares at any time, whether during the continuance of this authority or thereafter, pursuant to options made or granted by the Company whether granted during the subsistence of this authority or otherwise), provided that the total number of Shares to be allotted and issued pursuant to the Group ESOS (including options granted under any other share option scheme of the Group and all outstanding options or awards granted under SPRINT and such other share-based incentive schemes of the Company) shall not at any time exceed fifteen per cent. (15%) of the total number of issued Shares (including treasury shares and subsidiary holdings, if any) on the date preceding the grant of the option. Such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”
[See Explanatory Note (viii)]
BY ORDER OF THE BOARD
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(b) The Directors be and are hereby authorised to allot and issue new Shares and/or transfer existing Shares to Dato’ Ryan Ooi Keim Fung pursuant to the vesting of the Award, in accordance with the rules of SPRINT and on the terms of the Award; and
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(c) The Directors and each of them be and is hereby authorised and empowered to complete and do all such acts and things, and to approve and execute all such documents as they or he may consider necessary, desirable, expedient or appropriate to give effect to this Resolution, with such modifications thereto (if any) as they or he may think fit in the interests of the Company.”
Chua Kern Company Secretary
[See Explanatory Note (vii)]
Singapore, 13 April 2026
ANNUAL REPORT 2025 6
5 AUDIENCE ANALYTICS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes:
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(i) Datuk William Ng Yan Meng (“Datuk William Ng”) will, upon re-election as a Director, remain as the Chairman and Managing Director of the Company and a member of the Nominating Committee (“NC”). Detailed information on Datuk William Ng can be found under the sections entitled “Board of Directors” and “Corporate Governance Report” in the Company’s Annual Report 2025.
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(ii) Datuk Alexandra Chin (“Datuk Alexandra”) will, upon re-election as a Director, remain as an Independent Director of the Company, the Chairman of the Audit Committee (“AC”) and a member of the Remuneration Committee (“RC”). There are no relationships (including family relationship) between Datuk Alexandra and the other Directors, the Company, its related corporations, its officers or its substantial shareholders, which may affect her independence. The Board of Directors of the Company (the “Board”) considers Datuk Alexandra to be independent for the purpose of Rule 704(7) of the Catalist Rules. Detailed information on Datuk Alexandra can be found under the sections entitled “Board of Directors” and “Corporate Governance Report” in the Company’s Annual Report 2025.
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(iii) Mr. Yeoh Chen Chow (“Mr. Yeoh”) will, upon re-election as a Director, remain as an Independent Director of the Company, the Chairman of the NC, and a member of the AC and the RC. There are no relationships (including family relationship) between Mr. Yeoh and the other Directors, the Company, its related corporations, its officers or its substantial shareholders, which may affect his independence. The Board considers Mr. Yeoh to be independent for the purpose of Rule 704(7) of the Catalist Rules. Detailed information on Mr. Yeoh can be found under the sections entitled “Board of Directors” and “Corporate Governance Report” in the Company’s Annual Report 2025.
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(iv) Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors 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, whichever is earlier, unless such authority is varied or revoked by the Company in a general meeting, to allot and issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any), of which up to fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) may be issued other than on a pro-rata basis to existing Shareholders.
For the purpose of determining the aggregate number of Shares that may be issued, the percentage of issued Shares will be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) at the time this Resolution is passed after adjusting for new Shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards which are outstanding or subsisting at the time when this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Shares.
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(v) Ordinary Resolution 9 proposed in item 9 above, if passed, will empower the Directors 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, whichever is earlier, unless such authority is varied or revoked by the Company in a general meeting, to offer and grant awards and to allot and issue Shares pursuant to SPRINT. The maximum number of new Shares to be issued under SPRINT (including awards granted under SPRINT and options or awards granted under any other share option schemes or share schemes of the Company) shall not exceed fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
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(vi) Ordinary Resolution 10 proposed in item 10, if passed, will empower the Directors of the Company to grant an Award of up to 1,489,926 Shares to Datuk William Ng, a Controlling Shareholder of the Company, pursuant to the SPRINT. As at the date of the Notice of AGM, the maximum aggregate number of Shares available for grant to Datuk William Ng is 1,489,926 Shares, pursuant to the rules of SPRINT and the Catalist Rules. Please refer to the said Appendix to the Notice of AGM for further details.
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes: (cont’d)
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(vii) Ordinary Resolution 11 proposed in item 11, if passed, will empower the Directors of the Company to grant an Award of up to 1,200,000 Shares to Dato’ Ryan Ooi Keim Fung, a Controlling Shareholder of the Company, pursuant to the SPRINT. Please refer to the said Appendix to the Notice of AGM for further details.
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(viii) Ordinary Resolution 12 proposed in item 12 above, if passed, will empower the Directors 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, whichever is earlier, unless such authority is varied or revoked by the Company in a general meeting, to offer and grant options and to allot and issue Shares pursuant to the exercise of options granted under the Group ESOS. The maximum number of new Shares to be issued under the Group ESOS (including options granted under the Group ESOS and all outstanding options or awards granted under such other share-based incentive schemes of the Company) shall not exceed fifteen per cent. (15%) of the issued Shares (excluding treasury shares and subsidiary holdings, if any) from time to time.
Notes:
The AGM will be held in a wholly physical format at 600 North Bridge Road, #05-01, Parkview Square, Singapore 188778 on Tuesday, 28 April 2026 at 2.00 p.m. for considering and, if thought fit, passing the resolutions set out in the Notice of AGM. There will be no option for members to participate virtually.
Printed copies of the Notice of AGM, the accompanying Proxy Form and the Request Form will be sent by post to members and published on the Company’s corporate website at https://www.audience.asia and the Singapore Exchange Network (“SGXNet”) at https://www.sgx.com/securities/company-announcements.
Printed copies of the Annual Report 2025 will not be sent to members unless requested for by a member. Members who wish to request for a printed copy of the Annual Report 2025 may do so by completing and submitting the printed copy of the Request Form, which is also available on the Company’s website at https://www.audience.asia. The duly completed Request Form may be submitted via post to the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07, Keppel Bay Tower, Singapore 098632, or via email to [email protected], no later than 20 April 2026.
Members should take note of the following arrangements for the AGM:-
(a) Physical Participation in the AGM
Members of the Company including Supplementary Retirement Scheme investors (“SRS Investors”), may participate in the AGM by:-
(i) attending the AGM in person;
- (ii) submitting questions in relation to any agenda item in this Notice of AGM in advance of, or at the AGM; and/or
(iii) voting at the AGM by (1) themselves personally; or (2) through duly appointed proxy(ies).
SRS Investors who wish to appoint the Chairman of the AGM (and not third-party proxy(ies)) as proxy should approach their respective SRS Operators to submit their votes by 2.00 p.m. on Friday, 17 April 2026, being at least seven (7) working days before the AGM. Please refer to Proxy Voting under item (c) below for details.
Members, including SRS Investors, or, where applicable, their appointed proxy(ies) who are attending the AGM in person should bring along their NRIC/passport to enable the Company to verify their identity. Members are requested to arrive early to facilitate the registration process and are advised not to attend the AGM if they are feeling unwell. Members are strongly encouraged to exercise social responsibility to rest at home if they are feeling unwell and consider appointing a proxy(ies) to attend the Meeting.
ANNUAL REPORT 2025
7 AUDIENCE ANALYTICS LIMITED
8
NOTICE OF ANNUAL GENERAL MEETING
Notes (cont’d):
(b) Submission of Questions
Members, including SRS Investors, may raise questions at the AGM or submit substantial and relevant questions related to the resolutions to be tabled at the AGM in advance of the AGM via the following means by 2.00 p.m. on Monday, 20 April 2026, in the following manner:-
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(i) by email, to [email protected]; or
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(ii) by post, to be deposited at the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07, Keppel Bay Tower, Singapore 098632.
For verification purpose, when submitting any questions by post or via email, members MUST provide the Company with their particulars (comprising full name (for individuals)/company name (for corporates), email address, contact number, NRIC/ passport number/company registration number, shareholding type and number of shares held), failing which the Company shall be entitled to regard the submission as invalid.
Members are strongly encouraged to submit their questions by email in advance of the AGM. The Company will publish its responses to the substantial and relevant questions submitted by members prior to the abovementioned deadline by 2.00 p.m. on Thursday, 23 April 2026, which is at least forty-eight (48) hours before the proxy form deadline.
For questions received after 20 April 2026, the Company will endeavour to address all substantial and relevant questions submitted by members prior to or during the AGM. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed. For questions addressed during the AGM, the Company will publish the responses to such questions together with the minutes of the AGM on SGXNet and the Company’s corporate website within one (1) month after the date of the AGM.
(c) Proxy Voting
Members will be able to vote at the AGM in person, or by appointing proxy(ies) to vote on their behalf. A member can appoint the Chairman of the AGM as his/her/its proxy but this is not mandatory. A proxy need not be a member of the Company.
NOTICE OF ANNUAL GENERAL MEETING
Notes (cont’d):
(c) Proxy Voting (cont’d)
A member can appoint the Chairman of the Meeting as his/her/its proxy. If a member wishes to appoint the Chairman of the AGM as proxy, such member (whether individual or corporate) must give specific instructions as to voting for, voting against, or abstentions from voting on, each resolution in the instrument appointing the Chairman of the AGM as proxy. If there is no specific instruction as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.
Where a member appoints proxy(ies), he/she/it may give specific instructions as to voting, or abstentions from voting, in respect of the resolutions in the Proxy Form, failing which the proxy(ies) will vote or abstain from voting at his/her/its discretion, as he/ she/it may on any other matter arising at the AGM.
Completion and submission of the instrument appointing a proxy(ies) by a member will not prevent him/her/it from attending, speaking and voting at the AGM if he/she/it so wishes. The appointment of a proxy(ies) for the AGM shall be deemed to be revoked if the member attends the AGM in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing a proxy(ies), to the AGM.
Please refer to the detailed instructions set out in the Proxy Form.
Persons who hold Shares through relevant intermediaries, other than SRS Investors, and who wish to participate in the AGM should contact the relevant intermediary through which they hold such Shares as soon as possible. Persons who hold Shares through relevant intermediaries, other than SRS Investors, may (i) vote at the AGM if they are appointed as proxies by their respective relevant intermediaries; or (ii) specify their voting instructions to/arrange for their votes to be submitted with their respective relevant intermediaries, and should contact their respective relevant intermediaries as soon as possible in order for the necessary arrangements to be made.
In addition, SRS Investors may (i) vote at the AGM if they are appointed as proxies by their respective SRS Operators, and should contact their respective SRS Operators if they have any queries regarding their appointment as proxies; or (ii) specify their voting instructions to/arrange for their votes to be submitted with their respective SRS Operators, and should approach their respective SRS Operators by 2.00 p.m. on Friday, 17 April 2026, being at least seven (7) working days before the date of the AGM, to ensure their votes are submitted.
Duly completed Proxy Forms must be submitted in the following manner:-
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(i) by email, to [email protected]; or
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(ii) by post, to be deposited with the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07, Keppel Bay Tower, Singapore 098632,
in either case, by 2.00 p.m. on Saturday, 25 April 2026 (being not less than seventy-two (72) hours before the time appointed for holding the AGM) (or at any adjournment thereof) and in default the instrument of proxy shall not be treated as valid.
A member who wishes to submit an instrument appointing proxy(ies) can either use the printed copy of the Proxy Form which is sent to him/her/it by post or download a copy of the Proxy Form from the SGXNet and the Company’s corporate website at https://www.audience.asia, and subsequently, to complete and sign the Proxy Form before submitting it by (i) post to the address provided above, or (ii) scanning and sending it to the email address provided above.
A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote on his/ her/its behalf at the AGM. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.
Where such member appoints two (2) proxies, the proportion of his/her/its shareholding to be represented by each proxy shall be specified. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire number of shares entered against his/her/its name in the Depository Register and any second named proxy as an alternate to the first named.
A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote on his/her/its behalf at the AGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.
ANNUAL REPORT 2025
10
9 AUDIENCE ANALYTICS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
Notes (cont’d):
(c) Proxy Voting (cont’d)
“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act:-
NOTICE OF ANNUAL GENERAL MEETING
This notice has been reviewed by the Company’s sponsor, ZICO Capital Pte. Ltd. (the “Sponsor”).
This notice has not been examined or approved by the Singapore Exchange Securities Trading Limited (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 Ms. Leong Huey Miin, ZICO Capital Pte. Ltd. at 77 Robinson Road, #06-03, Robinson 77, Singapore 068896, telephone (65) 6636 4201.
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(a) a banking corporation licensed under the Banking Act 1970 of Singapore, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
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(b) a person holding a capital market services licence to provide custodial services for securities under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or
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(c) the Central Provident Fund Board established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with the subsidiary legislation.
Personal Data Privacy
“Personal data” in this Notice of AGM has the same meaning as “personal data” in the Personal Data Protection Act 2012 of Singapore, which includes his/her name, address and NRIC/Passport number.
By attending the AGM and/or any adjournment thereof or submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company:-
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(i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its respective agents or service providers) for the purpose of the processing and administration by the Company (or its respective agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes, questions submitted and the answers thereto for disclosure and publication before, at or after (as the case may be) the AGM and/or on SGXNet and the Company’s website (including publication of names of the shareholders/proxies/ representatives asking questions) and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its respective agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”);
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(ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its respective agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its respective agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes;
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(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty; and
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(iv) agrees and consents to such photographic, sound and/or video recordings of the AGM as may be made by the Company (or its respective agents or service providers) for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of the member (such as his/her/its name, his/her/its presence at the AGM and any questions he/ she/it may raise or motions he/she/it may propose and/or second) may be recorded by the Company (or its respective agents or service providers) for such purpose.
ANNUAL REPORT 2025
11 AUDIENCE ANALYTICS LIMITED
12