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AUDIENCE ANALYTICS LIMITED — AGM Information 2026
May 25, 2026
67112_rns_2026-05-25_9c6690d2-d7db-4512-bda4-44e7f469ec59.pdf
AGM Information
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AUDIENCE ANALYTICS LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No.: 202113626W)
(the "Company", and together with its subsidiaries, the "Group")
MINUTES OF ANNUAL GENERAL MEETING OF THE COMPANY
(the "AGM" or "Meeting")
VENUE
: 600 North Bridge Road, #05-01, Parkview Square, Singapore 188778
DATE
: Tuesday, 28 April 2026
TIME
: 2.00 p.m.
PRESENT
: Board of Directors
Datuk William Ng Yan Meng (Chairman and Managing Director)
Dato' Ryan Ooi Keim Fung (Executive Director)
Ms. Elaine Beh Pur-Lin (Lead Independent Director)
Datuk Alexandra Chin (Independent Director)
Mr. Yeoh Chen Chow (Independent Director)
: Shareholders and Proxies
As set out in the attendance records maintained by the Company
IN ATTENDANCE / BY INVITATION
: Management of the Company, Company Secretary, Continuing Sponsor, Auditors, Share Registrar, Polling Agent and Scrutineer
As set out in the attendance records maintained by the Company
CHAIRMAN OF THE MEETING
: Datuk William Ng Yan Meng (Chairman and Managing Director)
CHAIRMAN
Datuk William Ng Yan Meng ("Datuk William Ng" or the "Chairman") duly welcomed all who were present at the Meeting.
QUORUM
The Chairman called the Meeting to order at 2.00 p.m. after ascertaining a quorum was present from the Company Secretary and introduced the Directors of the Company ("Directors") who were present at the Meeting.
NOTICE OF AGM
The Notice of AGM dated 13 April 2026 was taken as read as all pertinent information relating to the proposed resolutions at the Meeting (the "Resolutions") were set out in the Notice of AGM which had been circulated to shareholders of the Company (the "Shareholders") via publication on the SGXNet and on the Company's corporate website on 13 April 2026.
QUESTIONS FROM SHAREHOLDERS
As set out in the Notice of AGM dated 13 April 2026, Shareholders who had any questions in relation to any of the resolutions to be tabled at the Meeting were to send in their queries in advance to the Company. The Chairman informed that the Company had received queries from Shareholders in respect of the Company's annual report for the financial year ended 31 December 2025 ("FY2025") and has addressed these questions through an announcement published via SGXNet and the Company's corporate website on 23 April 2026.
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Minutes of the Annual General Meeting held on 28 April 2026
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MODE OF VOTING
In his capacity as Chairman of the Meeting, the Chairman informed all who were present that he had been appointed as proxy by various Shareholders and that he would be voting in accordance with their specific instructions.
Voting on the Resolutions would be conducted by way of a poll in accordance with Regulation 66 of the Constitution of the Company (the "Constitution") and the requirements of Rule 730A(2) of the Listing Manual Section B: Rules of Catalist (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The poll would be conducted after each Resolution had been duly proposed and seconded.
Boardroom Corporate & Advisory Services Pte. Ltd. and Reliance 3P Advisory Pte. Ltd. have been appointed as the Polling Agent and the Scrutineer respectively. The representative from Reliance 3P Advisory Pte. Ltd. briefed the Meeting on the procedures for the poll voting process.
PRESENTATION OF FINANCIAL HIGHLIGHTS
The Chairman presented the slides on the Company's financial highlights for FY2025 which had been published on the SGXNet and the Company's corporate website on 28 April 2026.
After the presentation, the Chairman then proceeded with the business to be transacted at this Meeting.
ORDINARY BUSINESS
RESOLUTION 1 – ADOPTION OF THE DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND OF THE GROUP FOR FY2025, TOGETHER WITH THE INDEPENDENT AUDITORS' REPORT THEREON
Resolution 1 was to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company and of the Group for FY2025, together with the Independent Auditors' Report thereon.
The Chairman invited the Shareholders to raise their queries on the Directors' Statement and the Audited Financial Statements for FY2025, if any.
Questions Received from Shareholders
1. Shareholder A –
(a) The Company's main revenue contribution is from the business impact assessment and recognition ("BIAR") segment. Does this business segment only relate to business awards, or does it also include business intelligence and data analytics software?
(b) The Company has faced difficulties in passing on costs to its customers and pricing remains inelastic. Why has this remained an issue for the Company?
(c) The Company has remained resilient in its approach to build a stronger regional platform. Given the recent global developments, especially in the Middle East, corporations are taking a more cautious approach in conducting businesses. Will the Company be adversely affected by these ongoing events in the global economy, and if not, why?
(a) The Chairman responded that the BIAR segment deals predominantly with business awards, but also involves the entire business awards process, from the nomination to the assessment and validation of the respective award candidates.
(b) Although there are not many competitors in the industry in which the Company operates, there are alternatives to the business awards currently being offered by the Company.
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Minutes of the Annual General Meeting held on 28 April 2026
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Customers could invest in other forms of promotion and validation events offered by other providers.
The Chairman commented that the Company had considered its limitations and conducted market research to assess customer feedback for any increased customer pricing. Management would evaluate the feedback and decide on a suitable increase in its customer pricing margins thereafter.
(c) The Chairman commented that there was volatility in the market due to the global developments in the Middle East. Management is currently monitoring the fluctuations in each of the Company's regional markets closely to ensure that volatility does not severely impact the long-term growth of the Company. The Company remains fully aware and will take steps to ensure sufficient controls are in place to address any severe impacts arising from these global events in the respective markets accordingly.
- Shareholder B
(a) The Company is looking to expand into high-growth markets. Is the Singapore market a high-growth market to the Company?
(b) It was noted that the Company had booked a venue during FY2025 for an event which was subsequently postponed. The initial rental for the venue had been fully paid and was not refunded upon cancellation, resulting in the Company paying double the amount for the venue when it was subsequently re-booked later during the same year. What was the total cost to the Company arising from this event postponement?
(a) The Chairman responded that Singapore is an important market for the Company and remains quite stable. The Company expects to maintain reasonable growth in this market for the foreseeable future, whilst expanding its coverage in other markets, such as China, India, Indonesia and Malaysia.
(b) The total cost was approximately S$80,000. This was a one-off expense arising from the event postponement and would not be reoccurring in the financial year ending 31 December 2026 ("FY2026").
- Shareholder C – The Group brands itself as a business enabler with three (3) major business segments, namely BIAR, exhibitions and business media. With the recent acquisition of Snowball Joint Stock Company ("Snowball") and VeecoTech Holdings Sdn. Bhd. ("VeecoTech"), what is the long-term aspiration or strategic direction of the Group?
The Company is currently operationalising the synergistic workflows following the completion of the acquisition of VeecoTech by launching several joint initiatives with VeecoTech. The Company has launched RakanSales, a customer relation management ("CRM") software, with VeecoTech.
The provision of such CRM software facilitates business digitalisation, which goes beyond the business awards currently being offered and the Company looks forward to expanding its growth in this market accordingly. However, the Chairman commented that the Company does not foresee any significant contribution from this business to the topline in the short-term.
- Shareholder D – Shareholders primarily invest in the Company because of the potential to expand into other business markets, by introducing business awards in other countries. It was mentioned in the Company's response to Shareholders' queries that expansion across markets is not a direct replication model and Management would continue to assess both external and internal factors accordingly. Could you further elaborate on this?
Although the Company continues to record strong margins, the business is not invulnerable and profitability in any given market is not guaranteed. There is significant risk to the Company when entering new markets even with existing or new products. Despite having a business presence in some of these markets, the Company needs to ensure it is economically and operationally
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ready before expanding its business further. The Company currently does not have a fixed expansion plan, as it depends on the availability of internal resources and the current economic growth stage of the respective market.
Shareholder C commented that there are controllable and uncontrollable factors affecting the business growth of the Company. However, if the market environment is always assessed to be disadvantageous, the Company will not be able to grow its businesses organically. There is currently no visibility on how long it would take for the market situation to become conducive or economically viable for the Company's business expansion into new markets.
The Chairman took note of the concerns raised but reiterated that the Company would exercise caution when entering new markets. The Company's existing products and markets are performing well, and revenue has grown despite the difficulties during FY2025. Nevertheless, the Chairman reassured Shareholders that the Company would capitalise on any opportunities to grow into new markets as and when available.
Ms. Elaine Beh Pur-Lin ("Ms. Elaine Beh") commented that investing in a new market would involve certain levels of risk, and every market is different. The risk factors in the Vietnamese market would be different from those in the Thai or Chinese markets, and the Company would exercise caution before committing to investing in new markets. Mr. Yeoh Chen Chow ("Mr. Yeoh") concurred with Ms. Elaine Beh, adding that there were a lot of nuances when entering new markets, such as product mix and publicity in each individual market.
There being no further questions from the Shareholders, Resolution 1 was duly proposed, seconded, and put to vote.
RESOLUTION 2 – DECLARATION AND APPROVAL OF THE PAYMENT OF A FIRST AND FINAL TAX EXEMPT (ONE-TIER) DIVIDEND OF S$0.015 PER ORDINARY SHARE IN RESPECT OF FY2025
Resolution 2 was to approve the declaration and payment of a first and final tax exempt (one-tier) dividend of S$0.015 per ordinary share in respect of FY2025.
The Chairman invited the Shareholders to raise their queries on the first and final tax exempt (one-tier) dividend, if any.
There being no questions from the Shareholders, Resolution 2 was duly proposed, seconded, and put to vote.
RESOLUTION 3 – RE-ELECTION OF DATUK WILLIAM NG YAN MENG AS A DIRECTOR
As Resolution 3 dealt with the Chairman's re-election as a Director, the Chairman handed the conduct of the Meeting to Ms. Elaine Beh, the Lead Independent Director.
Resolution 3 was to approve the re-election of Datuk William Ng as a Director pursuant to Regulation 100 of the Constitution. Datuk William Ng, being eligible for re-election, had expressed his consent to continue in office and shall upon re-election, remain as the Chairman and Managing Director of the Company and a member of the Nominating Committee ("NC") of the Company.
Ms. Elaine Beh invited the Shareholders to raise their queries on the re-election of Datuk William Ng, if any.
There being no questions from the Shareholders, Resolution 3 was duly proposed, seconded, and put to vote.
Ms. Elaine Beh handed the conduct of the Meeting back to the Chairman.
RESOLUTION 4 – RE-ELECTION OF DATUK ALEXANDRA CHIN AS A DIRECTOR
Resolution 4 was to approve the re-election of Datuk Alexandra Chin ("Datuk Alexandra") as a Director pursuant to Regulation 100 of the Constitution. Datuk Alexandra, being eligible for re-election, had
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expressed her consent to continue in office and shall upon re-election, remain as an Independent Director, the Chairman of the Audit Committee ("AC"), and a member of the Remuneration Committee ("RC") of the Company. 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.
The Chairman invited the Shareholders to raise their queries on the re-election of Datuk Alexandra, if any.
There being no questions from the Shareholders, Resolution 4 was duly proposed, seconded, and put to vote.
RESOLUTION 5 – RE-ELECTION OF MR. YEOH CHEN CHOW AS A DIRECTOR
Resolution 5 was to approve the re-election of Mr. Yeoh as a Director pursuant to Regulation 104 of the Constitution. Mr. Yeoh, being eligible for re-election, had expressed his consent to continue in office and shall upon re-election, remain as an Independent Director, the Chairman of the NC, and a member of the AC and the RC of the Company. The Board considers Mr. Yeoh to be independent for the purpose of Rule 704(7) of the Catalist Rules.
For good corporate governance purposes, Mr. Yeoh, who holds 44,166 ordinary shares in the capital of the Company, has voluntarily abstained from voting on Resolution 5 in respect of his own re-election as a Director.
The Chairman invited the Shareholders to raise their queries on the re-election of Mr. Yeoh, if any.
There being no questions from the Shareholders, Resolution 5 was duly proposed, seconded, and put to vote.
RESOLUTION 6 – APPROVAL OF THE PAYMENT OF DIRECTORS' FEES OF S$74,000 FOR FY2026, TO BE PAID HALF YEARLY IN ARREARS
Resolution 6 was to approve the payment of Directors' fees for FY2026. The Board had recommended the payment of Directors' fees of up to S$74,000 for FY2026, to be paid half yearly in arrears.
The Chairman invited the Shareholders to raise their queries on the payment of Directors' fees for FY2026, if any.
There being no questions from the Shareholders, Resolution 6 was duly proposed, seconded, and put to vote.
RESOLUTION 7 – RE-APPOINTMENT OF MESSRS BAKER TILLY TFW LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT AGM AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
Resolution 7 was to approve the re-appointment of Messrs Baker Tilly TFW LLP ("Baker Tilly") as the independent auditors of the Company and to authorise the Directors to fix their remuneration. The Meeting was informed that Baker Tilly have expressed their willingness to continue in office.
The Chairman invited the Shareholders to raise their queries on the re-appointment of Baker Tilly as independent auditors of the Company, if any.
There being no questions from the Shareholders, Resolution 7 was duly proposed, seconded, and put to vote.
ANY OTHER ORDINARY BUSINESS
As there were no further items of ordinary business arising, the Meeting proceeded to deal with the items of special business.
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SPECIAL BUSINESS
RESOLUTION 8 – ORDINARY RESOLUTION – AUTHORITY TO ALLOT AND ISSUE SHARES IN THE CAPITAL OF THE COMPANY ("SHARES")
Shareholders were requested to consider and, if thought fit, to pass, with or without modifications, Resolution 8 as set out in the Notice of the AGM dated 13 April 2026.
The Chairman invited the Shareholders to raise their queries on the authority for the Directors to allot and issue Shares, if any.
There being no questions from the Shareholders, Resolution 8 was duly proposed, seconded, and put to vote.
RESOLUTION 9 – ORDINARY RESOLUTION – AUTHORITY TO OFFER AND GRANT AWARDS, AND TO ALLOT AND ISSUE SHARES UNDER THE SHARED PURPOSE AND PROSPERITY INCENTIVE PLAN ("SPRINT")
Shareholders were requested to consider and, if thought fit, to pass, with or without modifications, Resolution 9 as set out in the Notice of AGM dated 13 April 2026.
The Chairman invited the Shareholders to raise their queries on the authority for Directors to offer and grant awards, and to allot and issue Shares under the SPRINT, if any.
Shareholder A observed that Resolution 9 would allow the Directors to allot and issue Shares under the SPRINT up to a maximum threshold of fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any), and asked how many Shares the Company was intending to allot and issue under the SPRINT.
The Chairman explained that the Company would not be issuing the maximum threshold of 15% under the grant. This threshold represents the upper limit of the number of Shares allowed to be allotted and issued within a period of ten (10) years under the Catalist Rules. To date, the Company has issued approximately 4.8 million Shares pursuant to the SPRINT, which represents approximately two per cent. (2%) of the total number of issued Shares.
There being no further questions from the Shareholders, Resolution 9 was duly proposed, seconded, and put to vote.
RESOLUTION 10 – ORDINARY RESOLUTION – AUTHORITY TO OFFER AND GRANT AWARDS TO DATUK WILLIAM NG YAN MENG, A CONTROLLING SHAREHOLDER OF THE COMPANY UNDER SPRINT
As Resolution 10 dealt with the authority for Directors to offer and grant awards to the Chairman, who is a controlling Shareholder under SPRINT, the Chairman handed the conduct of the Meeting to Ms. Elaine Beh, the Lead Independent Director.
Shareholders were requested to consider and, if thought fit, to pass, with or without modifications, Resolution 10 as set out in the Notice of AGM dated 13 April 2026.
The Chairman, being a controlling Shareholder, and together with his associates, holding an aggregate of 192,856,200 shares, have abstained from voting on Resolution 10 in respect of his grant of awards under SPRINT.
Ms. Elaine Beh invited the Shareholders to raise their queries on the authority for Directors to offer and grant awards to the Chairman, if any.
There being no questions from the Shareholders, Resolution 10 was duly proposed, seconded, and put to vote.
Ms. Elaine Beh handed the conduct of the Meeting back to the Chairman.
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RESOLUTION 11 – ORDINARY RESOLUTION – AUTHORITY TO OFFER AND GRANT AWARDS TO DATO’ RYAN OOI KEIM FUNG, A CONTROLLING SHAREHOLDER OF THE COMPANY UNDER SPRINT
Shareholders were requested to consider and, if thought fit, to pass, with or without modifications, Resolution 11 as set out in the Notice of AGM dated 13 April 2026.
Dato’ Ryan Ooi Keim Fung (“Dato’ Ryan Ooi”), being a controlling Shareholder, and together with his associates, holding an aggregate of 193,759,999 shares, have abstained from voting on Resolution 11 in respect of his grant of awards under SPRINT.
The Chairman invited the Shareholders to raise their queries on the authority for Directors to offer and grant awards to Dato’ Ryan Ooi, if any.
There being no questions from the Shareholders, Resolution 11 was duly proposed, seconded, and put to vote.
RESOLUTION 12 – ORDINARY RESOLUTION – AUTHORITY TO OFFER AND GRANT OPTIONS, AND TO ALLOT AND ISSUE SHARES UNDER THE GROUP EMPLOYEE SHARE OPTION SCHEME (“GROUP ESOS”)
Shareholders were requested to consider and, if thought fit, to pass, with or without modifications, Resolution 12 as set out in the Notice of AGM dated 13 April 2026.
The Chairman invited the Shareholders to raise their queries on the authority for Directors to offer and grant options, and to allot and issue Shares under the Group ESOS, if any.
There being no questions from the Shareholders, Resolution 12 was duly proposed, seconded, and put to vote.
VOTING BY POLL
As all the agenda items in the Notice of AGM have been dealt with, the Meeting proceeded with the conduct of the poll.
The Chairman reminded the Shareholders and proxies present at the Meeting to submit the poll voting slips to the Scrutineer.
DECLARATION OF POLL RESULTS
The results of the poll verified by the Scrutineer were as follows:
| Resolution Number | Total number of shares represented by votes for and against the relevant resolution | For | Against | ||
|---|---|---|---|---|---|
| Number of Shares | As a percentage of total number of votes for and against the resolution (%) | Number of Shares | As a percentage of total number of votes for and against the resolution (%) | ||
| Resolution 1 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
| Resolution 2 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
| Resolution 3 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
| Resolution 4 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
| Resolution 5 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
| Resolution 6 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
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| Resolution Number | Total number of shares represented by votes for and against the relevant resolution | For | Against | ||
|---|---|---|---|---|---|
| Number of Shares | As a percentage of total number of votes for and against the resolution (%) | Number of Shares | As a percentage of total number of votes for and against the resolution (%) | ||
| Resolution 7 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
| Resolution 8 | 204,220,495 | 203,962,629 | 99.87 | 257,866 | 0.13 |
| Resolution 9 | 204,220,495 | 203,962,629 | 99.87 | 257,866 | 0.13 |
| Resolution 10 | 14,262,629 | 14,262,629 | 100.00 | 0 | 0 |
| Resolution 11 | 14,262,629 | 14,262,629 | 100.00 | 0 | 0 |
| Resolution 12 | 204,220,495 | 204,220,495 | 100.00 | 0 | 0 |
Based on the results of the poll, the Chairman declared that each of the Resolutions were duly carried on a poll vote.
CONCLUSION OF THE MEETING
There being no other business, the Meeting concluded at 3.11 p.m. with a note of thanks to the Chairman.
The Chairman informed Shareholders that the Company shall publish the announcement on the results of the AGM via SGXNet and the Company's corporate website after trading hours on the same day, and the minutes of the Meeting proceedings shall be published via SGXNet and the Company's corporate website within one (1) month from the date of the AGM.
CONFIRMED AS A TRUE AND ACCURATE RECORD OF THE PROCEEDINGS
[SIGNED]
DATUK WILLIAM NG YAN MENG
CHAIRMAN OF THE MEETING