(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the Company will be convened and held by way of electronic means on 1 September 2025 at 4.00pm (Singapore Time) / 10.00am (CEST) to transact the following business:
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modifications:
"NOTED THAT:
A. THE SCHEME, THE PRIVATE PLACEMENT AND THE SHAREHOLDERS' CONVERTIBLE LOANS
- (a) on 11 October 2024, the Company had applied to the General Division of the High Court of the Republic of Singapore (the "Court") for moratorium protection pursuant to Section 64 of the Insolvency, Restructuring, and Dissolution Act 2018 ("IRDA"). On 7 November 2024, the Court granted the moratorium order until 11 February 2025; on 19 February 2025, the Court granted the Company a three-month extension of the moratorium order from 11 February 2025 to 11 May 2025; and on 5 May 2025, the Court granted the Company a further two-month extension of the moratorium order from 11 May 2025 to 11 July 2025. On 1 July 2025, the Court granted the Company an interim extension of the moratorium order until the Court hearing in relation to the Scheme (as defined below) on 14 July 2025;
- (b) on 25 June 2025, the Company had filed a proposed pre-packaged scheme of arrangement (the "Scheme") with the Court for the restructuring of the Company's debt and equity, the implementation of which is subject to approval of the Court pursuant to Section 71(1) of the IRDA. On 14 July 2025, the Court had approved the Scheme. On 23 July 2025, a copy of the order of Court approving the Scheme was lodged with the Registrar of Companies in accordance with Section 71(10) of the IRDA;
- (c) in furtherance of the Scheme, the Company intends to:
- (i) enter into a share subscription agreement ("SSA") with certain existing shareholders of the Company and United Overseas Bank Limited (the "Subscribers") in or substantially in the form attached hereto as Appendix A under which the Company intends to allot and issue up to 135,032,761 ordinary shares in the capital of the Company ("Ordinary Shares"); and
- (ii) enter into convertible loan agreements (as borrower) with each of Mr Andrew Kwan Kok Tiong and Warif Holdings Limited (as lenders) in or substantially in the form attached hereto as Appendix B and Appendix C respectively (each, a "CLA", and collectively with the SSA, the "Transaction Documents");
B. THE SUBSEQUENT OFFERING
(d) as set out in the scheme document to the Scheme, a subsequent offering with similar terms may be offered to the shareholders of the Company (other than the Subscribers) to comply with
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
the applicable listing rules of the Euronext Growth Oslo Exchange, in line with market practice and subject to available exemptions (such subsequent offering, the "Subsequent Offering");
- (e) in connection therewith, the Company intends to offer to the Eligible Remaining Shareholders (as defined below) the right to subscribe for a proportionate number of new Ordinary Shares out of a total of 45,476,503 new Ordinary Shares, at a price of S\$0.0289 (equivalent to approximately NOK 0.231) per Ordinary Share (that is, for each Ordinary Share held by an Eligible Remaining Shareholder on the record date of the Subsequent Offering (i.e. 3 September 2025), the Eligible Remaining Shareholder will have the right to subscribe for 1.77566 new Ordinary Shares), rounded down to the nearest whole share. The Subsequent Offering will be made available to shareholders of the Company who as at 3 September 2025 (i) are not Subscribers and (ii) are not resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action of a registration document or prospectus ("Eligible Remaining Shareholders"). The right to subscribe for Ordinary Shares pursuant to the Subsequent Offering is non-transferable. It is the intention of Mr Andrew Kwan Kok Tiong, Warif Holdings Limited and the Company that the Ordinary Shares subscribed under the Subsequent Offering will as nearly as possible reduce in accordance with the terms of the SSA Mr Andrew Kwan Kok Tiong's and Warif Holdings Limited's portion of the Subscription Shares (as defined under the SSA) pro rata; and
- (f) details of the Subsequent Offering are also set out in the separate stock exchange notice dated 15 August 2025 titled "Key information relating to Subsequent Offering". Subject to the approval of the Subsequent Offering by shareholders of the Company at the Extraordinary General Meeting, the Company will on or around 5 September 2025 publish a stock exchange notice announcing the commencement of the subscription period for the Subsequent Offering and setting out further details of the Subsequent Offering.
1. ORDINARY RESOLUTION – AUTHORITY TO ENTER INTO AND PERFORM THE TRANSACTION DOCUMENTS
RESOLVED THAT:
- (A) it is in the interests and to the benefit of the Company to enter into the Transaction Documents and to undertake the transactions contemplated thereunder;
- (B) each of the Transaction Documents, and the execution, delivery and performance by the Company of each of the Transaction Documents, be authorised and approved;
- (C) each Director, the Chief Executive Officer and the Chief Financial Officer of the Company (each, an "Authorised Signatory") be and is hereby severally authorised to:
- (i) negotiate, finalise, sign and/or deliver each of the Transaction Documents for and on behalf of the Company, and in his/her absolute discretion approve any amendment, alteration, or modification thereto, and the signing thereof be conclusive evidence of such approval; and
- (ii) sign and deliver any and all other documents, forms, and instruments, and do all other acts and things for and on behalf of the Company which he/she may in his/her discretion think necessary or advisable in connection with or incidental to the entry into any of the
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
Transaction Documents and/or the transactions contemplated thereunder, and/or the resolutions contemplated hereunder;
- (D) any Authorised Signatory be and is hereby authorised in his or her absolute discretion to:
- (i) negotiate, finalise, execute and deliver all other documents in connection with, incidental to or ancillary to the Transaction Documents, the Allotment (as defined below) and/or these resolutions (for the purposes of this Resolution 1 only, the "Ancillary Documents") or to do all other acts and things in connection with, incidental to or ancillary to the Transaction Documents, the Ancillary Documents, the Allotment and/or these resolutions or deemed by such Authorised Signatory be considered necessary, desirable, incidental, ancillary or appropriate in connection with or for the purposes of giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters contemplated by or referred to the Transaction Documents or the Ancillary Documents or giving full effect to these resolutions;
- (ii) effect and approve any variation, supplement, amendment, alteration or modification to the Transaction Documents and the Ancillary Documents, and the sealing or signing of such variation, supplement, amendment, alteration or modification by an Authorised Signatory shall be conclusive evidence of such approval;
- (iii) sign all notices and communications required or permitted to be given by or on behalf of the Company pursuant to or for the purposes of the Transaction Documents, the Ancillary Documents, the Allotment and/or these resolutions, and/or the matters contemplated thereunder; and
- (iv) to consider, approve and authorise any clearances or submissions which may be required to be made to any regulatory authority;
- (E) if, in connection with the Transaction Documents, the Ancillary Documents, the Allotment and/or these resolutions, it is required, expedient or desirable for any document to be executed as a deed, authority be and is hereby given:
- (i) to the following persons to execute such document on behalf of the Company as a deed without affixing the Common Seal of the Company thereto:
- (a) any two Directors;
- (b) any Director and any secretary of the Company ("Secretary"); or
- (c) any Director in the presence of a witness who attests the signature of such Director; and
- (ii) if necessary, for the affixation of the Common Seal of the Company on such document in accordance with the Constitution;
- (F) any Authorised Signatory be authorised to exercise all the powers of the Board of Directors as he or she deems necessary, desirable, incidental to, ancillary to or expedient for the purposes of these resolutions;
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
- (G) all actions taken by any Authorised Signatory in connection with the Transaction Documents, the Ancillary Documents, the Allotment and/or these resolutions prior to the passing of these resolutions be and are hereby approved, confirmed and ratified in all respects; and
- (H) any Authorised Signatory, any Secretary or authorised representative of the Company be and is hereby authorised to make such entries into the corporate records of the Company as may be necessary, and to, on behalf of the Company, submit, lodge, register or file or cause to be submitted, lodged, registered or filed with any relevant authority (including, without limitation, the Accounting and Corporate Regulatory Authority ("ACRA")), all documents, deeds, notices, instruments or writings required by the law for the time being in force in connection with the Transaction Documents, the Ancillary Documents, the Allotment and/or these resolutions.
[Resolution 1]
2. ORDINARY RESOLUTION – AUTHORITY TO ISSUE SHARES IN RELATION TO SHARE SUBSCRIPTION AGREEMENT
RESOLVED THAT:
- (A) pursuant to the provisions of Section 161 of the Companies Act 1967 of Singapore (the "Act"), the Board of Directors be and is hereby authorised to allot and issue up to 135,032,761 Ordinary Shares in accordance with the terms of SSA;
- (B) subject to the receipt by the Company of the relevant aggregate subscription price from the relevant Subscribers, the Subscription Shares (as defined under the SSA) be allotted and issued to the relevant Subscribers (or their respective nominees, if applicable) for a subscription price per Ordinary Share of S\$0.0289 in accordance with the terms of the SSA (the "Allotment"). The indicative number of Subscription Shares and aggregate subscription price payable by each Subscriber under the SSA are set out in Schedule 3 of the SSA, which is subject to adjustments in accordance with the terms of the SSA;
- (C) all Ordinary Shares allotted and issued to the Subscribers pursuant to the Allotment shall on issue rank pari passu in all respects with each other and all other Ordinary Shares and shall be credited as fully paid up;
- (D) any Authorised Signatory or Secretary be and is hereby authorised to procure, and instruct DNB Bank ASA to procure, that each of the Subscribers (or their respective nominees, if applicable) be registered in the register of members of the Company as the holder of its relevant Subscription Shares and that all the Subscription Shares are admitted to trading on the Euronext Growth Oslo Exchange in connection with the Allotment; and
- (E) any Director or Secretary be and is hereby authorised to promptly lodge with the ACRA the relevant notice(s) in accordance with the Act in connection with the Allotment.
[Resolution 2]
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
3. ORDINARY RESOLUTION – AUTHORITY TO ISSUE SHARES IN RELATION TO CONVERTIBLE LOAN AGREEMENTS
RESOLVED THAT: pursuant to the provisions of Section 161 of the Act, the Board of Directors be and is hereby authorised to:
- (A) allot and issue such number of Ordinary Shares from time to time in accordance with the terms of the CLAs; and
- (B) notwithstanding that the authority conferred by sub-paragraph (A) above for the purposes of Section 161 of the Act may have ceased to be in force, allot and issue such number of Ordinary Shares as may be required to be allotted and issued from time to time in accordance with the terms of the CLAs.
[Resolution 3]
4. ORDINARY RESOLUTION – THE SUBSEQUENT OFFERING AND AUTHORITY TO ISSUE SHARES IN RELATION TO THE SUBSEQUENT OFFERING
RESOLVED THAT:
- (A) it is in the interests and to the benefit of the Company to undertake the Subsequent Offering;
- (B) the performance by the Company of the Subsequent Offering be authorised and approved;
- (C) pursuant to the provisions of Section 161 of the Act, the Board of Directors be and is hereby authorised to allot and issue up to 45,476,503 Ordinary Shares in accordance with the terms of Subsequent Offering;
- (D) subject to the receipt by the Company of (i) a share subscription form duly executed by the relevant Eligible Remaining Shareholder and delivered to the Company in accordance with the terms of the Subsequent Offering and (ii) the aggregate subscription price in respect of the number of Ordinary Shares subscribed for under such Eligible Remaining Shareholder's share subscription form (in respect of each such Eligible Remaining Shareholder, the Ordinary Shares subscribed by such Eligible Remaining Shareholder, the "Subsequent Offering Subscription Shares"), the Subsequent Offering Subscription Shares be allotted and issued to the relevant Eligible Remaining Shareholder (or its Nominee, if applicable) for a subscription price per Ordinary Share of S\$0.0289 in accordance with the terms of the Subsequent Offering;
- (E) all Ordinary Shares allotted and issued to the Eligible Remaining Shareholders (or their respective Nominees, if applicable) pursuant to the Subsequent Offering (such shareholders and their respective Nominees (if applicable), the "Subsequent Offering Participating Shareholders") shall on issue rank pari passu in all respects with each other and all other Ordinary Shares and shall be credited as fully paid up;
- (F) any Authorised Signatory or Secretary be and is hereby authorised to procure, and instruct DNB Bank ASA to procure, that each of the Subsequent Offering Participating Shareholders be registered in the register of members of the Company as the holder of its relevant Subsequent Offering Subscription Shares and that all the Subsequent Offering Subscription Shares are
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
admitted to trading on the Euronext Growth Oslo Exchange in connection with the Subsequent Offering;
- (G) any Authorised Signatory be and is hereby severally authorised to sign and deliver any and all other documents, forms, and instruments, and do all other acts and things for and on behalf of the Company which he/she may in his/her discretion think necessary or advisable in connection with or incidental to the Subsequent Offering and/or the resolutions contemplated hereunder;
- (I) any Authorised Signatory be and is hereby authorised in his or her absolute discretion to:
- (i) negotiate, finalise, execute and deliver all other documents in connection with, incidental to or ancillary to the Subsequent Offering and/or these resolutions (for the purposes of this Resolution 4 only, the "Ancillary Documents") or to do all other acts and things in connection with, incidental to or ancillary to the Subsequent Offering, the Ancillary Documents and/or these resolutions or deemed by such Authorised Signatory be considered necessary, desirable, incidental, ancillary or appropriate in connection with or for the purposes of giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters contemplated by or referred to the Subsequent Offering or the Ancillary Documents or giving full effect to these resolutions;
- (ii) effect and approve any variation, supplement, amendment, alteration or modification to the Ancillary Documents, and the sealing or signing of such variation, supplement, amendment, alteration or modification by an Authorised Signatory shall be conclusive evidence of such approval;
- (iii) sign all notices and communications required or permitted to be given by or on behalf of the Company pursuant to or for the purposes of the Subsequent Offering, the Ancillary Documents and/or these resolutions, and/or the matters contemplated thereunder; and
- (iv) to consider, approve and authorise any clearances or submissions which may be required to be made to any regulatory authority;
- (J) if, in connection with the Subsequent Offering, the Ancillary Documents and/or these resolutions, it is required, expedient or desirable for any document to be executed as a deed, authority be and is hereby given:
- (i) to the following persons to execute such document on behalf of the Company as a deed without affixing the Common Seal of the Company thereto:
- (a) any two Directors;
- (b) any Director and any Secretary; or
- (c) any Director in the presence of a witness who attests the signature of such Director; and
- (ii) if necessary, for the affixation of the Common Seal of the Company on such document in accordance with the Constitution;
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
- (K) any Authorised Signatory be authorised to exercise all the powers of the Board of Directors as he or she deems necessary, desirable, incidental to, ancillary to or expedient for the purposes of these resolutions;
- (L) all actions taken by any Authorised Signatory in connection with the Subsequent Offering, the Ancillary Documents and/or these resolutions prior to the passing of these resolutions be and are hereby approved, confirmed and ratified in all respects; and
- (H) any Authorised Signatory, any Secretary or authorised representative of the Company be and is hereby authorised to make such entries into the corporate records of the Company as may be necessary, and to, on behalf of the Company, submit, lodge, register or file or cause to be submitted, lodged, registered or filed with any relevant authority (including, without limitation, the ACRA), all documents, deeds, notices, instruments or writings required by the law for the time being in force in connection with the Subsequent Offering, the Ancillary Documents and/or these resolutions
[Resolution 4]
Date:
BY ORDER OF THE BOARD
KHAIRUDDIN ABD HAMID Director
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
Notes:
Participation in the EGM via live webcast or live audio-only stream
Pursuant to Section 173J of the Companies Act 1967, the EGM is being convened and will be held by way of electronic means. The following steps will be taken:
- (a) the Company will provide for the EGM to be shown by live webcast and live audio-only stream;
- (b) shareholders who wish to participate in the EGM via live webcast or live audio-only stream must register their details including full name, email and organisation at https://us02web.zoom.us/webinar/register/WN\_bv43euuqQ-qSAvFN9vPLQg for the Company to verify their status as shareholders;
- (c) verified shareholders will receive an email containing instructions to access the live webcast or live audio-only stream. Shareholders must not forward the link or their log-in details to third persons who are not shareholders and who are not entitled to attend the EGM proceedings;
- (d) shareholders who have any questions in relation to any agenda item of this notice may send their queries to the Company in advance by 10:00 CEST / 16:00 SGT on Wednesday, 27 August 2025, via email to [email protected]; and
- (e) shareholders and (where applicable) duly appointed proxies and representatives can also ask the Chairman of the Meeting questions in relation to any agenda item of this notice at the EGM itself. Attendees (whether attending through live webcast or live audio-only stream) who wish to ask questions at the EGM can do so by submitting text-based questions via the "Chat" feature on the online platform for the EGM.
Voting by proxy
A shareholder is able to attend and vote through the live webcast and live audio-only stream. If a shareholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM through a proxy, he/she/it must appoint either a representative or the Chairman of the Meeting as his/her/its proxy to vote on his/her/its behalf at the EGM. In appointing such person or Chairman of the Meeting as proxy, a shareholder (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the proxy form, failing which the appointment of such person or the Chairman of the Meeting as proxy for that resolution will be treated as invalid.
The accompanying proxy form for the EGM may be accessed and downloaded from the Company's announcement on Newsweb.
The instrument appointing a representative or the Chairman of the Meeting as proxy must be:
- (a) deposited at 46 Woodlands Terrace, Singapore 738459; or
- (b) emailed to: [email protected],
in each case, by 10:00 CEST / 16:00 SGT on Friday, 29 August 2025, being not less than seventy-two (72) hours before the time appointed for holding the EGM. Any incomplete/improperly completed proxy form will be rejected by the Company.
Personal Data Privacy:
By submitting a proxy form appointing proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder's personal data by the Company (or its agent or service providers) for the purpose of the processing and administration by the Company (or its agent or service providers) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the shareholder discloses the personal data of the shareholder's proxy(ies) and/or representative(s) to
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
the Company (or its agents or service providers), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder's breach of warranty.
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
Appendix A Share Subscription Agreement
Please see attached pages.
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
Appendix B CLA (Mr Andrew Kwan Kok Tiong)
Please see attached pages.
(Incorporated in Singapore) (Company Registration No. 200722778K) (the "Company")
Appendix C CLA (Warif Holdings Limited)
Please see attached pages.