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EDITION LTD. AGM Information 2026

Apr 13, 2026

67727_rns_2026-04-13_34f7934f-023c-4989-9c56-a94535f3ee5d.pdf

AGM Information

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EDITION LTD. (Company Registration No. 200411873E) (Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-First Annual General Meeting (the “ AGM ”) of Edition Ltd. (the “ Company ”) will be held at 601 MacPherson Road, #05-06, Singapore 368242 on Wednesday, 29 April 2026 at 3.00 p.m. (the “ Meeting ”) to transact the business as set out below:

AS ORDINARY BUSINESS

  1. To receive and adopt the Directors’ Statement and Audited Financial Statements of the Company for the financial year ended 31 December 2025 and the Auditors’ Report thereon. (Resolution 1)

  2. To approve the Directors’ fees of S$49,000 for the financial year ending 31 December 2026, to be paid semi-annually in arrears (2025: S$49,000). (Resolution 2)

  3. To re-elect Mr Ong Kai Hoe who is retiring pursuant to Regulations 91 and 92 of the Company’s Constitution, as a Director of the Company. (see Explanatory Note 1) (Resolution 3)

  4. To note the retirement of Mr Hor Siew Fu as Director of the Company pursuant to Regulations 91 and 92 of the Company’s Constitution at the conclusion of the AGM. (see Explanatory Note 2)

  5. To re-appoint CLA Global TS Public Accounting Corporation, Public Accountants and Chartered Accountants, as Auditors of the Company and to authorise the Directors to fix their remuneration.

  6. (Resolution 4)

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following as ordinary resolutions with or without modifications:

6. Authority to allot and issue shares

“That pursuant to Section 161 of the Companies Act 1967 of Singapore (the “ Act ”) and the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”), approval be and is hereby given to the Directors of the Company at any time to such person and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, to:

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

  • (i) make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, “ Instruments ”) including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares; and

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

provided always that

  • (i) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 100% of the Company’s total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (ii)

NOTICE OF ANNUAL GENERAL MEETING

below), of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro rata basis to shareholders of the Company does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) of the Company, and for the purpose of this resolution, the total number of issued shares shall be the Company’s total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below);

  • (ii) (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 (i) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this resolution after adjusting for:

  • (a) new shares arising from the conversion or exercise of convertible securities which were issued and outstanding or subsisting at the time this resolution is passed;

  • (b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and

  • (c) any subsequent bonus issue, consolidation or subdivision of the Company’s shares,

and, in sub-paragraph (i) above and this sub-paragraph (ii), “subsidiary holdings” has the meaning given to it in the Catalist Rules;

Adjustments in accordance with sub-paragraph (ii)(a) or sub-paragraph (ii)(b) above 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.

  • (iii) in exercising the authority conferred in this resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), the Act and the Constitution; and

  • (iv) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next AGM 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 3) (Resolution 5)

7. Authority to grant options and issue shares under the Edition Employee Share Option Scheme

“That authority be and is hereby given to the Directors of the Company to offer and grant options in accordance with the provisions of the Edition Employee Share Option Scheme (the “ Scheme ”) and pursuant to Section 161 of the Act to allot and issue and/or deliver from time to time such number of fully-paid shares as may be required to be issued or delivered pursuant to the exercise of options provided that the aggregate number of shares available pursuant to the Scheme, the Share Plan (as hereinafter defined) and any other share-based schemes of the Company, shall not exceed 15% of the total issued shares of the Company (excluding any shares held in treasury and subsidiary holdings) from time to time.”

(see Explanatory Note 4)

(Resolution 6)

NOTICE OF ANNUAL GENERAL MEETING

8. Authority to grant awards and issue shares under the Edition Performance Share Plan

“That authority be and is hereby given to the Directors of the Company to grant awards in accordance with the Edition Performance Share Plan (the “ Share Plan ”) and pursuant to Section 161 of the Act to allot and issue, transfer and/or deliver from time to time such number of fully paid-up shares as may be required to be issued or delivered pursuant to the vesting of awards under the Share Plan provided that the aggregate number of shares available pursuant to the Share Plan, the Scheme and other sharebased schemes of the Company, shall not exceed 15% of the total number of issued shares of the Company (excluding any shares held in treasury and subsidiary holdings) from time to time.” (see Explanatory Note 5) (Resolution 7)

9. Approval of Renewal of the General Mandate for Share Buyback

“That:

  • (a) for the purposes of Sections 76C and 76E of the Act, the Directors be and are hereby authorised to exercise all the powers of the Company to purchase or otherwise acquire shares not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereinafter defined), whether by way of:

  • (i) market purchases (each, a “ Market Purchase ”) on the SGX-ST; and/or

  • (ii) off-market purchases (each, an “ Off-Market Purchase ”) (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act, and otherwise in accordance with all other provisions of the Act and the SGX-ST Catalist Rules as may for the time being be applicable (the “ Share Buyback Mandate ”);

  • (b) any share that is purchased or otherwise acquired by the Company pursuant to the Share Buyback Mandate shall, at the discretion of the Directors, either be cancelled or held in treasury and dealt with in accordance with the Act;

  • (c) unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this resolution and expiring on the earlier of:

  • (i) the date on which the next AGM of the Company is held or is required by law to be held;

  • (ii) the date on which the buyback of shares pursuant to the Share Buyback Mandate is carried out to the full extent mandated; or

  • (iii) the date on which the authority conferred in the Share Buyback Mandate is varied or revoked;

NOTICE OF ANNUAL GENERAL MEETING

  • (d) for purposes of this resolution:

Prescribed Limit ” means 1.33% of the issued shares as at the date of the passing of this resolution unless the Company has effected a reduction of its share capital in accordance with the applicable provisions of the Act, at any time during the Relevant Period (as hereinafter defined), in which event the number of issued shares shall be taken to be the number of issued shares as altered (excluding any treasury shares and subsidiary holdings that may be held by the Company from time to time);

Relevant Period ” means the period commencing from the date on which the last AGM was held and expiring on the date the next AGM is held or is required by law to be held, whichever is earlier, after the date of this resolution;

Maximum Price ” in relation to a share to be purchased or acquired, means an amount (excluding brokerage, commission, stamp duties, applicable goods and services tax, clearance fees and other related expenses) not exceeding:

  • (i) in the case of a Market Purchase: 105% of the Average Closing Price (as hereinafter defined); and

  • (ii) in the case of an Off-Market Purchase: 120% of the Average Closing Price, where:

Average Closing Price ” means the average of the closing market prices of a share over the last 5 market days, on which transactions in the shares were recorded, preceding the day of the market purchase by the Company or, as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant 5-day period;

date of the making of the offer ” means the date on which the Company announces its intention to make an offer for the purchase of shares from Shareholders of the Company stating the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

  • (e) any of the Directors be and are hereby authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this resolution.”

(see Explanatory Note 6) (Resolution 8)

10. Proposed Renewal of a General Mandate for Interested Person Transactions

“That:

  • (a) approval be and is hereby given, for the purposes of Chapter 9 of the Catalist Rules, for the Company, its subsidiaries and associated companies (if any) that are considered to be “entities at risk” under Chapter 9 of the Catalist Rules, or any of them, to enter into Mandated Transactions (as defined herein in Appendix II of the Annual Report), with Mandated Interested Person (as defined herein in Appendix II), provided that such transactions are made on normal commercial terms and in accordance with the review procedures under the Proposed IPT Mandate as set out in Appendix II;

NOTICE OF ANNUAL GENERAL MEETING

  • (b) the proposed renewal of the IPT General Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the next AGM of the Company is held or is required by law to be held; and

  • (c) the Directors of the Company and each of them be and are hereby authorised to take such steps, approved all matters and enter into all such transactions, arrangements and agreements and executed such documents and notices as may be necessary or expedient for the purposes of giving effect to the proposed renewal of the IPT General Mandate as such Directors or any of them may deem fit or expedient or to give effect to this ordinary resolution.”

  • (see Explanatory Note 7) (Resolution 9)

  • To transact any other business which may be properly transacted at an AGM.

BY ORDER OF THE BOARD

Chiang Wai Ming Company Secretary

  • 14 April 2026

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes:

  1. Mr Ong Kai Hoe (“Mr Ong KH”) will, upon re-election, remain as a Non-Independent and Non-Executive Director, member of the Audit Committee, Nominating Committee and Remuneration Committee. Pursuant to Rule 720(5) of the Catalist Rules, further information on Mr Ong KH is set out on pages 50 to 55 of the Company’s Annual Report 2025.

  2. Upon the retirement of Mr Hor Siew Fu as a Director of the Company at the conclusion of the AGM, he will be relinquishing his position as Non-Executive Chairman and Independent Director, Chairman of the Audit Committee and Nominating Committee and a member of the Remuneration Committee.

  3. Resolution 5 is to authorise the Directors of the Company from the date of the above Meeting until the next AGM to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) of the Company of which the total number of shares and convertible securities issued 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) of the Company at the time the resolution is passed, for such purposes as they consider would be in the interests of the Company.

  4. For the purpose of Resolution 5, the total number of issued shares (excluding treasury shares and subsidiary holdings) is based on the Company’s total number of issued shares (excluding treasury shares and subsidiary holdings) at the time this proposed ordinary resolution is passed after adjusting for new shares arising from the conversion or exercise of convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this proposed ordinary resolution is passed and any subsequent bonus issue, consolidation or subdivision of shares. This authority will, unless revoked or varied at a general meeting, expire at the next AGM of the Company.

  5. Resolution 6, if passed, will empower the Directors of the Company to offer and grant options under the Edition Employee Share Option Scheme and to allot and issue shares pursuant to the exercise of such shares under the Scheme provided that the aggregate number of shares available pursuant to the Scheme and any other share-based schemes of the Company shall not exceed 15% of the total number of issued shares of the Company (excluding any shares held in treasury and subsidiary holdings) from time to time.

  6. Resolution 7, if passed, will empower the Directors of the Company to offer and grant awards under the Edition Performance Share Plan and to allot and issue shares pursuant to the exercise of such shares under the Share Plan provided that the aggregate number of shares available pursuant to the Share Plan and any other share-based schemes of the Company shall not exceed 15% of the total number of issued shares of the Company (excluding any shares held in treasury and subsidiary holdings) from time to time.

  7. Resolution 8, if passed, will authorise the Directors to make purchases or otherwise acquire shares of the Company from time to time subject to and in accordance with the Catalist Rules and such other laws as may for the time being be applicable. This authority will continue in force until the next AGM of the Company, unless previously revoked or varied at a general meeting or when such purchases or acquisitions are carried out to the full extent mandated. Details of the Proposed Renewal of the Share Buyback Mandate are set out in Appendix I annexed to the Annual Report 2025.

  8. Resolution 9, if passed, will empower the Company, its subsidiaries and associated companies (if any) to enter into Mandated Transactions, with Mandated Interested Person, provided that such transactions are made on normal commercial terms and in accordance with the review procedures under the Proposed IPT Mandate as set out in Appendix II annexed to the Annual Report 2025. This authority will continue in force until the next AGM of the Company is held or is required by law to be held.

Notes:

  1. The members of the Company are invited to attend physically at the AGM. There will be no option for the members to participate virtually.

  2. Please bring along your NRIC/passport so as to enable the Company to verify your identity.

Voting by proxy

  1. A member who is unable to attend the AGM and wishes to appoint proxy(ies) to attend, speak and vote at the AGM on his/her/its behalf should complete, sign and return the instrument of proxy in accordance with the instructions printed thereon.

  2. A proxy need not to be a member of the Company.

NOTICE OF ANNUAL GENERAL MEETING

  1. In relation to the appointment of proxy(ies) to attend, speak and vote on his/her/its behalf at the AGM, a member (whether individual or corporate) appointing his/her/its proxy(ies) should give specific instructions as to his/her/its manner of voting, or abstentions from voting, in respect of a resolution in the instrument of proxy. If no specific instructions as to voting are given, or in the event of any other matter arising at the AGM and at any adjournment thereof, the proxy(ies) will vote or abstain from voting at his/her/their discretion.

  2. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal, executed as a deed in accordance with the Companies Act 1967 of Singapore or under the hand of an attorney or an officer duly authorised, or in some other manner approved by the Directors. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument of proxy.

  3. The instrument appointing the proxy, together with the letter or power of attorney or other authority under which it is signed or a duly certified copy thereof (if applicable), must be submitted either:

  4. (a) if sent personally or by post, the proxy form must be lodged at the Company’s Share Registrar, Tricor Barbinder Share Registration Services at 9 Raffles Place, #26-01 Republic Plaza Tower 1, Singapore 048619; or

  5. (b) if by email, the proxy form must be received at [email protected],

in either case, by 3.00 p.m. on 27 April 2026 (being not less than forty-eight (48) hours before the time set for the Meeting), and in default the instrument of proxy shall not be treated as valid.

A member can appoint the Chairman of the Meeting as his/her/its proxy, but this is not mandatory.

The proxy must bring along his/her NRIC/passport so as to enable the Company to verify his/her identity.

  1. (a) A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member appoints two (2) proxies, he/she should specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be presented by each proxy in the instrument appointing a proxy or proxies.

  2. (b) A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote 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 instrument appointing a proxy or proxies.

  3. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.

  4. Investors who hold shares through relevant intermediaries, including Central Provident Fund Investment Schemes (“CPF Investors”) and/or Supplementary Retirement Scheme (“SRS Investors”) should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least 7 working days before the AGM. CPF/SRS Investors should contact their respective CPF Agent Banks or SRS Operators for any queries they may have with regard to the appointment of proxy for the AGM.

  5. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument.

  6. The Company shall be entitled: (a) to reject any instrument of proxy executed by a Depositor if the Depositor’s name does not appear in the Depository register seventy-two (72) hours prior to the commencement of the relevant Meeting as certified by The Central Depository (Pte) Ltd (“CDP”) to the Company; and (b) for the purpose of a poll, to treat an instrument of proxy executed by a Depositor as representing the number of shares equal to the number of shares appearing against his name in the Depository Register referred to in (a) above, notwithstanding the number of shares actually specified in the relevant instrument of proxy.

Submission of questions in advance of the AGM

  1. Shareholders may submit questions related to the resolutions to be tabled for approval for the AGM in advance of the AGM no later than 3.00 p.m. on 21 April 2026:

  2. (a) by post to the Company’s Share Registrar, Tricor Barbinder Share Registration Services at 9 Raffles Place, #26-01 Republic Plaza Tower 1, Singapore 048619; or

  3. (b) by email to [email protected].

NOTICE OF ANNUAL GENERAL MEETING

Shareholders submitting questions are required to state: (a) their full name; and (b) their identification/registration number, and (c) the manner in which his/her/its shares in the Company are held (e.g. via CDP, CPF, SRS and/or scrip), failing which the Company shall be entitled to regard the submission as invalid and not respond to the questions submitted.

  1. The Company will endeavour to address all substantial and relevant questions received from Shareholders either before the AGM on SGXNET at https://www.sgx.com/securities/company-announcements and the Company’s website at https://www.edn.sg/ on or before 24 April 2026 or during the AGM. Where there are substantially similar questions, the Company will consolidate such questions; consequently, not all questions may be individually addressed.

  2. The Company will, within one month after the date of the AGM, publish the minutes of the AGM on SGXNET at https://www.sgx.com/securities/company-announcements and the Company’s website at https://www.edn.sg/ and the minutes will include the responses to the substantial and relevant questions raised during the AGM.

Personal data privacy:

Where a member of the Company submits 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 (i) consents to the collection, use and disclosure of the member’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 (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM (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”); (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 agents), 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 agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, (iii) undertakes that the member will only use the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iv) 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. The member’s personal data and its proxy(ies)’s and/or representative(s)’s personal data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and/or other agents or bodies for any of the Purposes, and retained for such period as may be necessary for the Company’s verification and record 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 member of the Company and/or its proxy(ies) or representative(s) (such as his/her name, his/her presence at the AGM and any questions he/she may raise or motions he/she proposes/seconds) may be recorded by the Company for such purpose.

This Notice has been reviewed by the Company’s Sponsor, SAC Capital Private Limited (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 Audrey Mok, at 1 Robinson Road, #21-01, AIA Tower, Singapore 048542, telephone (65) 6232 3210.