AI assistant
INTERRA RESOURCES LIMITED — AGM Information 2026
May 15, 2026
67722_rns_2026-05-15_373e8fac-b072-493f-acf4-c7d925784392.pdf
AGM Information
Open in viewerOpens in your device viewer
INTERRA RESOURCES LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration Number 197300166Z)
MINUTES OF THE ANNUAL GENERAL MEETING OF INTERRA RESOURCES LIMITED (THE "COMPANY") HELD ON WEDNESDAY 29 APRIL 2026 AT 10:00 A.M. AT RELC INTERNATIONAL HOTEL, TANGLIN 1, LEVEL 1, 30 ORANGE GROVE ROAD, SINGAPORE 258352
ATTENDANCE LIST ATTACHED.
- CHAIRMAN
1.1. Mr. Ng Soon Kai (the "Chairman") took the Chair and declared the Annual General Meeting (the "Meeting") open.
- QUORUM, NOTICE AND INTRODUCTION
2.1. The Company had verified that a quorum was present for the Meeting.
2.2. On behalf of the Board of Directors, the Chairman extended a warm welcome to the persons attending the Meeting and introduced the Board of Directors, Chief Financial Officer, Chief Technical Officer and Company Secretary of the Company.
2.3. The Chairman informed the Shareholders that the notice of this Annual General Meeting dated 14 April 2026 was mailed to Shareholders and released on SGXNet and the Company's corporate website together with the Annual Report 2025 on the same day. The notice was taken as read.
2.4. The Chairman informed Shareholders that a recording of the Meeting would be made to assist in the preparation of the minutes. The Chairman further informed the Meeting that in his capacity as the Chairman of the Meeting, he had been appointed as a proxy by a number of Shareholders. The Chairman then informed the Meeting that voting would be conducted by poll in accordance with the Company's Constitution and polling would be conducted electronically using a wireless handheld device.
2.5. Complete Corporate Services Pte Ltd was the appointed polling agent (the "Polling Agent") for the Meeting and Moore Stephens LLP was the appointed scrutineer (the "Scrutineer") for the Meeting. The Chairman informed the Meeting that the counting of the votes of all valid proxy forms submitted by the submission deadline had been supervised and verified by the Scrutineer, and the Scrutineer would also verify the votes cast by Shareholders live during the Meeting. The Polling Agent was then invited to explain the polling procedures.
2.6. The proceedings were then handed back to the Chairman. The Chairman informed the Meeting that the Company had received no questions from Shareholders before the deadline on 20 April 2026 at 10:00 a.m. The Chairman then proceeded to introduce the ordinary business to be transacted at the Meeting.
- AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 ("FY2025") TOGETHER WITH THE DIRECTORS' STATEMENT AND THE AUDITOR'S REPORT (RESOLUTION 1)
3.1. The audited financial statements for the FY2025 together with the Directors' Statement and the Auditor's Report were taken as read.
3.2. The Chairman invited questions from the Shareholders on Ordinary Resolution 1.
3.3. There being no questions, the Chairman proposed the following Ordinary Resolution 1:
"To receive and adopt the audited financial statements for the financial year ended 31 December 2025 together with the Directors' Statement and the Auditor's Report thereon."
3.4. Ordinary Resolution 1 was seconded by Choo Yen Ting Andrea.
3.5. The Chairman put Ordinary Resolution 1 to the vote. The results for Ordinary Resolution 1 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) | ||
| Ordinary Resolution 1 | 193,231,711 | 192,980,231 | 99.87% | 251,480 | 0.13% |
| Adoption of the audited financial statements for FY2025 |
3.6. Accordingly, the Chairman declared Ordinary Resolution 1 carried.
- APPROVAL OF DIRECTORS' FEES FOR THE FY2025 (ORDINARY RESOLUTION 2)
4.1. The Chairman informed the Shareholders that Ordinary Resolution 2 relates to the approval of the Directors' fees for FY2025.
4.2. The Chairman invited questions from the Shareholders on Ordinary Resolution 2.
4.3. There being no questions, the Chairman proposed the following Ordinary Resolution 2:
"To approve the sum of S$142,000 (2024: S$142,157) as Directors' fees for the financial year ended 31 December 2025."
4.4. Ordinary Resolution 2 was seconded by Lim Joo Eng.
4.5. The Chairman put Ordinary Resolution 2 to the vote. The results for Ordinary Resolution 2 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) | ||
| Ordinary Resolution 2 | 193,231,711 | 193,230,231 | 100.00% | 1,480 | 0.00% |
Approval of the sum of S$142,000 as Directors' fees for FY2025
4.6. Accordingly, the Chairman declared Ordinary Resolution 2 carried.
5. RE-ELECTION OF MR. LOH YU JUN (RESOLUTION 3)
5.1. The Chairman informed the Shareholders that Ordinary Resolution 3 relates to the re-election of Mr. Loh Yu Jun, who was retiring by rotation pursuant to Regulation 100 of the Constitution of the Company. The Chairman informed the Shareholders that Mr. Loh, if re-elected, would remain an independent Director of the Company, the Chairman of the Audit Committee, a member of the Nominating Committee and a member of the Remuneration Committee.
5.2. The Chairman invited questions from the Shareholders on Ordinary Resolution 3.
5.3. There being no questions, the Chairman proposed the following Ordinary Resolution 3:
"To re-elect Mr Loh Yu Jun who will retire by rotation under Regulation 100 of the Constitution of the Company and who, being eligible, offers himself for re-election."
5.4. Ordinary Resolution 3 was seconded by Choo Yen Ting Andrea.
5.5. The Chairman put Ordinary Resolution 3 to the vote. The results for Ordinary Resolution 3 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) | ||
| Ordinary Resolution 3 | 193,231,711 | 192,466,231 | 99.60% | 765,480 | 0.40% |
| Re-election of Mr Loh Yu Jun as a Director |
5.6. Accordingly, the Chairman declared Ordinary Resolution 3 carried.
6. RE-APPOINTMENT OF AUDITOR (RESOLUTION 4)
6.1. The Chairman informed the Shareholders that Ordinary Resolution 4 relates to the re-appointment of the auditor of the Company, CLA Global TS Public Accounting Corporation.
6.2. The Chairman invited questions from the Shareholders on Ordinary Resolution 4.
6.3. There being no questions, the Chairman proposed Ordinary Resolution 4:
"To re-appoint CLA Global TS Public Accounting Corporation as the Auditor of the Company for the ensuing year and to authorise the Directors to fix its remuneration."
3
6.4. Ordinary Resolution 4 was seconded by Fabian Neo Eng Yeow (Liang Yingyao).
6.5. The Chairman put Ordinary Resolution 4 to the vote. The results for Ordinary Resolution 4 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) | ||
| Ordinary Resolution 4 | 193,501,711 | 193,501,231 | 100.00% | 480 | 0.00% |
| Re-appointment of CLA Global TS Public Accounting Corporation as the Auditor |
6.6. Accordingly, the Chairman declared Ordinary Resolution 4 carried.
- SPECIAL BUSINESS
7.1. The Chairman proceeded to the special business of the Meeting.
- AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES ACT AND THE SGX-ST LISTING RULES (SHARE ISSUE MANDATE) (RESOLUTION 5)
8.1. The Chairman informed the Shareholders that Ordinary Resolution 5 relates to the authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act 1967 and the Listing Rules of the SGX-ST.
8.2. Ordinary Resolution 5 was taken as read.
8.3. The Chairman invited questions from the Shareholders on Ordinary Resolution 5.
8.4. There being no questions, the Chairman proposed the following Ordinary Resolution 5:
"That pursuant to Section 161 of the Companies Act 1967 (the "CA") and Rule 806 of the Listing Manual of the SGX-ST, the Directors be and are hereby authorised and empowered to:
(a) (i) issue shares in the capital of the Company ("shares") whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, "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 the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force,
provided that:
(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 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company ("Shareholders") shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company;
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under subparagraph (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) 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 this Resolution is passed, after adjusting for:
(A) new shares arising from the conversion or exercise of any convertible securities;
(B) new shares arising from exercising share options or vesting of share awards; and
(C) any subsequent bonus issue, consolidation or subdivision of shares,
adjustments in accordance with (A) or (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 this Resolution is passed;
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and
(4) (unless revoked or varied by the Company in general meeting) such authority shall continue in force until the conclusion of the next AGM or the date by which the next AGM is required by law to be held, whichever is earlier."
8.5. Ordinary Resolution 5 was seconded by Choo Yen Ting Andrea.
8.6. The Chairman put Ordinary Resolution 5 to the vote. The results for Ordinary Resolution 5 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) |
6
| Ordinary Resolution 5 | 193,506,711 | 192,270,231 | 99.36% | 1,236,480 | 0.64% |
|---|---|---|---|---|---|
| Authority to issue shares pursuant to the general mandate |
8.7. Accordingly, the Chairman declared Ordinary Resolution 5 carried.
- AUTHORITY TO ALLOT AND ISSUE SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE INTERRA SHARE OPTION PLAN 2017 (RESOLUTION 6)
9.1. The Chairman informed the Shareholders that Ordinary Resolution 6 relates to the authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act 1967. The Chairman explained that this Ordinary Resolution 6, if passed, will authorise the Directors, from time to time, to allot and issue shares pursuant to the exercise of options under the Interra Share Option Plan 2017 (the "ISOP 2017"), provided always that the aggregate number of shares issued and to be issued pursuant to the ISOP 2017 shall not exceed fifteen percent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at any time.
9.2. Ordinary Resolution 6 was taken as read.
9.3. The Chairman invited questions from the Shareholders on Ordinary Resolution 6.
9.4. There being no questions, the Chairman proposed the following Ordinary Resolution 6:
"That pursuant to Section 161 of the CA, authority be and is hereby given to the Directors, to allot and issue from time to time such number of shares as may be required to be issued pursuant to the exercise of the options ("Options") under the ISOP 2017, provided always that the aggregate number of shares issued and to be issued pursuant to the ISOP 2017 shall not exceed 15% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at any time and from time to time."
9.5. Ordinary Resolution 6 was seconded by Choo Yen Ting Andrea.
9.6. The Chairman put Ordinary Resolution 6 to the vote. The results for Ordinary Resolution 6 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) | ||
| Ordinary Resolution 6 | 193,506,711 | 192,270,231 | 99.36% | 1,236,480 | 0.64% |
| Authority to allot and issue shares pursuant to the ISOP 2017 |
9.7. Accordingly, the Chairman declared Ordinary Resolution 6 carried.
7
10. RENEWAL OF SHARE PURCHASE MANDATE (RESOLUTION 7)
10.1. The Chairman informed the Shareholders that Ordinary Resolution 7 relates to the renewal of the share purchase mandate, which he is required to abstain from voting on pursuant to the rules of the Singapore Code on Take-overs and Mergers. The Chairman then handed the proceedings over to Lead Independent Director, Mr. Loh Yu Jun ("Mr. Loh").
10.2. Ordinary Resolution 7 was taken as read.
10.3. Mr. Loh invited questions from the Shareholders on Ordinary Resolution 7.
10.4. The Chairman took the opportunity to explain Ordinary Resolution 7. He clarified that this Ordinary Resolution 7 authorises the Company to buy back its own shares from shareholders who wish to sell their shares, thereby returning value to remaining shareholders who choose not to sell their shares.
10.5. A Shareholder raised the following questions, which were addressed by the Chairman as follows:
10.5.1. Question 1
The Shareholder queried what purchase price would apply to shares which would be acquired pursuant to the share purchase mandate, and how such shares would be acquired.
The Chairman explained that in the event that the Company purchases the shares on market when the trading suspension is lifted, the shares will be transacted at market transaction price. The Chairman also explained that the share purchase mandate would be a tool for the Company to acquire its own shares from the open market, thereby potentially enhancing value for remaining shareholders.
10.5.2. Question 2
The Shareholder queried when the Company may be able to resume trading.
The Chairman explained that there have not been updates from the SGX-ST regarding the lifting of the trading suspension of shares in the Company, but that the Company has been working closely with the SGX-ST through its legal advisers on this matter. The Chairman noted that the Company had obtained independent legal advice that the Company was not in breach of any sanction laws with respect to its oil fields in Myanmar (the "Myanmar Operations").
The Chairman explained that moving forward, the Company intends to diversify its core businesses beyond the traditional oil and gas sector. As set out in the Chairman's Statement in the annual report, the Company has plans to exit Myanmar at an appropriate time to minimise disruptions to the Company's business, and has been investing time and effort to explore and assess suitable new core businesses to generate revenue, in particular, the renewable energy sector in Indonesia and Thailand. The Chairman informed the Meeting that at a suitable time, the Company may hold an extraordinary general meeting to explain its proposed new core businesses to Shareholders and provide Shareholders with an opportunity to vote on such proposals.
In relation to the Shareholder's query as to whether the Myanmar business was profitable, the Chairman noted that while the oil fields remain profitable as an ongoing business, it is not viable for the Company to maintain the Myanmar Operations in the long-term as doing so could result in the continued suspension of trading in the Company's shares. As the Company is concentrating its efforts to lift the suspension, exiting Myanmar remains the best solution
available to the Company. The Chairman further noted that the Company's various ventures into the renewable energy sector, as announced on the SGXNet, formed part of the Company's larger plan to diversify its existing core business, and minimise any disruption to the business operations of the Company which may be caused by the Company's exit from Myanmar. The Chairman assured Shareholders that the exit from Myanmar would be done as smoothly as possible, and that the Chairman would arrange for an extraordinary general meeting in relation to the Company's proposed exit from Myanmar in due course.
10.6. There being no further questions, Mr. Loh proposed the following Ordinary Resolution 7:
"That:
(a) the Directors be and are hereby authorised and empowered to purchase or otherwise acquire issued and fully-paid shares from time to time (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) of up to 10% of the total number of issued shares in the capital of the Company (ascertained as at the date of the passing of this Resolution, unless the share capital of the Company has, at any time during the Relevant Period (as hereafter defined), been reduced in accordance with the applicable provisions of the CA, in which event the total number of issued shares shall be taken to be the total number of issued shares as altered after such capital reduction, but always excluding any treasury shares and subsidiary holdings) at the price of up to but not exceeding the Maximum Price and this share purchase mandate ("Share Purchase Mandate") shall, unless revoked or varied by the Company in general meeting, continue in force until the earlier of:
(i) the date on which the next annual general meeting of the Company is held or required by law to be held;
(ii) the date on which purchases or acquisitions of shares by the Company pursuant to the Share Purchase Mandate are carried out to the full extent mandated; or
(iii) the date on which the authority contained in the Share Purchase Mandate is varied or revoked by the Shareholders in a general meeting,
(the "Relevant Period").
In this Resolution, "Maximum Price" means the maximum price at which the shares can be purchased pursuant to the Share Purchase Mandate, which shall not exceed:
(i) in the case of a Market Purchase, 105% of the Average Closing Price;
(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price,
where:
"Average Closing Price" means (i) the average of the closing market prices of the shares over the last five (5) Market Days, on which transactions in the shares were recorded, before the day on which the Market Purchase was made or, as the case may be, before the day of the making of the offer for an Off-Market Purchase; and (ii) deemed to be adjusted for any corporate action that occurs after the relevant five-day period and the day on which the purchases are made; and
"day of the making of the offer" means the day on which the Company announces its
8
intention to make an offer for the purchase of shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.
(b) the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution."
10.7. Ordinary Resolution 7 was seconded by Lim Joo Eng.
10.8. The Chairman put Ordinary Resolution 7 to the vote. The results for Ordinary Resolution 7 were as follows:
| Resolution number and details | Total number of shares represented by votes for and against the 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 (%) | ||
| Ordinary Resolution 7 | 16,813,411 | 16,811,931 | 99.99% | 1,480 | 0.01% |
| Approval of the renewal of the Share Purchase Mandate |
10.9. Accordingly, Mr. Loh declared Ordinary Resolution 7 carried.
11. ANY OTHER BUSINESS
11.1. No other business arising as ordinary or routine business was transacted.
12. CLOSE
12.1. There being no further business, the Chairman thanked Shareholders for their attendance, and the Meeting closed at 10:41 a.m.
Confirmed by

Attachment
ATTENDANCE LIST
PRESENT
BOARD OF DIRECTORS : Mr. Ng Soon Kai
Mr. Loh Yu Jun
Dr. Khoo Chun Leng William
Ms. Tong Miin
Executive Chairman
Lead Independent Director
Independent Director
Independent Director
INDEPENDENT AUDITOR : Ms. Christine Lee
Ms. Deon Yeong
CLA Global TS Public Accounting Corporation
CLA Global TS Public Accounting Corporation
COMPANY SECRETARY : Ms. Chia Ying Jing
Ms. Mok Yue Min
Ms. Grace Nai
Ms. Chrystal Chia
Lee & Lee LLP
Lee & Lee LLP
Lee & Lee LLP
Lee & Lee LLP
POLLING AGENT : Ms. Charmine Minoza
Ms. Shirley Lim
Ms. Nur Azwan
Complete Corporate Services Pte. Ltd.
Complete Corporate Services Pte. Ltd.
Complete Corporate Services Pte. Ltd.
SCRUTINEER : Mr. Tay Yin Hong
Moore Stephens LLP
BY INVITATION : Mr. Sugi Handoko
Ms. Lim Soo Hong Lydia
Ms. Andrea Choo
Ms. Choo Wei Ling
Ms. Kiki Rabiah
Ms. Theresa Ng
Mr. Alaric Ng
Interra Resources Limited
Interra Resources Limited
Interra Resources Limited
Interra Resources Limited
Interra Resources Limited
Interra Resources Limited
Interra Resources Limited
SHAREHOLDERS PRESENT ARE SET OUT IN ATTENDANCE RECORDS MAINTAINED BY THE COMPANY.
10