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ISOTEAM LTD. — AGM Information 2025
Oct 24, 2025
67832_rns_2025-10-24_6af1e1ad-35a0-4f2c-aaf0-acbfcbf2714e.pdf
AGM Information
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ISOTEAM LTD.
(Incorporated in the Republic of Singapore)
(Company Registration No. 201230294M)
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM ”) of ISOTeam Ltd. (the “ Company ”) will be held at 8 Changi North Street 1, ISOTeam Building, Singapore 498829 on Wednesday, 29 October 2025 at 10.00 a.m. to transact the following business:
AS ORDINARY BUSINESS
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To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended (Resolution 1) 30 June 2025 together with the Independent Auditor’s Report thereon.
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To declare a final dividend of 0.08 Singapore cents per ordinary share (tax-exempt one tier) for the financial year (Resolution 2) ended 30 June 2025.
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To approve the payment of Directors’ fees of $150,920 for the financial year ending 30 June 2026, to be paid (Resolution 3) quarterly in arrears (FY2025: $150,920)
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To re-elect Mr Ryota Fukuda, a Director retiring pursuant to Regulation 107 of the Company’s Constitution. (Resolution 4) (see explanatory note 1)
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To re-elect Mr Yap Soon Yong, a Director retiring pursuant to Regulation 117 of the Company’s Constitution. (Resolution 5) (see explanatory note 1)
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To note the retirement of Mr Foo Joon Lye as a Director retiring pursuant to Regulation 107 of the Company’s Constitution.
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To re-appoint Baker Tilly TFW LLP as auditor of the Company and to authorise the Directors to fix its remuneration. (Resolution 6)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass with or without amendments the following resolutions which will be proposed as Ordinary Resolutions:
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That pursuant to Section 161 of the Companies Act 1967 (“ Companies Act ”) and Rule 806 of the Listing Manual (Resolution 7) Section B: Rules of Catalist (“ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”), the Directors be authorised and empowered to:
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(a) (i) allot and issue shares in the share capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or
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(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,
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at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may at their absolute discretion deem fit; and
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(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 (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued pursuant to this Resolution does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) 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) (as calculated in accordance with sub-paragraph (2) below);
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(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (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) at the time this Resolution is passed, after adjusting for:
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(a) new Shares arising from the conversion or exercise of convertible securities;
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(b) new Shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
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(c) any subsequent bonus issue, consolidation or subdivision of Shares;
Adjustments in accordance with sub-paragraphs (2)(a) and (2)(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;
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(3) in exercising the authority conferred by 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 Companies Act and the Constitution for the time being of the Company; and
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(4) (unless revoked or varied by the Company at a general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
(see explanatory note 2)
That:
(Resolution 8)
(a) for the purposes of Sections 76C and 76E of the Companies Act, the Directors be 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 ”) effected otherwise than on the SGX-ST in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other provisions of the Companies Act and the Catalist Rules as may for the time being be applicable (the “ Share Buyback Mandate ”);
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(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 Companies Act;
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(c) unless varied or revoked by the Company at 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 earliest of:
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(i) the date on which the next AGM of the Company is held or is required by law to be held;
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(ii) the date on which purchases or acquisitions of Shares pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or
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(iii) the date on which the authority contained in the Share Buyback Mandate is varied or revoked;
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- (d) for purposes of this Resolution:
“Prescribed Limit” means 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of passing of this Resolution unless the Company has, at any time during the Relevant Period (as hereinafter defined), effected a reduction of its share capital in accordance with the applicable provisions of the Companies Act, in which event the total number of issued Shares shall be taken to be the total number of issued Shares as altered (excluding treasury shares and subsidiary holdings);
“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; and
“Maximum Price” in relation to a Share to be purchased, means the purchase price (excluding applicable brokerage, stamp duty, commission, goods and services tax and other related expenses) not exceeding:
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(i) in the case of a Market Purchase, 105% of the Average Closing Price; and
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(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 the average of the closing market prices of a Share over the last five market days, on which transactions in the Shares were recorded, before the day on which the Market Purchase is made or, as the case may be, the day of making of the offer for an Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five market day period and the day on which the purchase is made;
“day of making of the offer” means the day on which the Company makes an offer for an Off-Market Purchase, stating therein 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
“market day” means a day on which the SGX-ST is open for trading in securities, and
- (e) any of the Directors be 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 3)
- That pursuant to Section 161 of the Companies Act, the Directors be authorised to grant awards in accordance (Resolution 9) with the provisions of the ISOTeam Performance Share Plan 2023 (“ ISOTeam PSP ”) and to allot and issue from time to time such number of fully paid-up Shares as may be required to be allotted and issued pursuant to the awards granted under the ISOteam PSP, provided always that the aggregate number of Shares to be allotted and issued pursuant to the ISOTeam PSP when added to the number of Shares issued and issuable in respect of all awards granted under the ISOTeam PSP, shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
(see explanatory note 4)
- The Proposed Grant of Share Awards to Mr Ng Cheng Lian, an Executive Director and Controlling Shareholder of (Resolution 10) the Company, under the ISOTeam PSP.
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That the proposed offer and grant of Share Awards to Mr Ng Cheng Lian, an Executive Director and Controlling Shareholder of the Company, pursuant to and in accordance with the rules of the ISOTeam PSP, on the following terms be and is hereby approved, and the Directors be and are hereby authorised to allot and issue or deliver from time to time such number of Shares upon the release of such Award:
| Proposed Date of Grant of the Award | January 2026 | January 2027 | January 2028 |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
2,000,000 | 2,000,000 | 2,000,000 |
| Vesting period of the Award | Immediately upon grant |
Immediately upon grant |
Immediately upon grant |
(see explanatory note 5)
- The Proposed Grant of Share Awards to Mr Koh Thong Huat, an Executive Director and Controlling Shareholder of the Company, under the ISOTeam PSP.
(Resolution 11)
That the proposed offer and grant of Share Awards to Mr Koh Thong Huat, an Executive Director and Controlling Shareholder of the Company, pursuant to and in accordance with the rules of the ISOTeam PSP, on the following terms be and is hereby approved, and the Directors be and are hereby authorised to allot and issue or deliver from time to time such number of Shares upon the release of such Award:
| Proposed Date of Grant of the Award | January 2026 | January 2027 | January 2028 |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
2,000,000 | 2,000,000 | 2,000,000 |
| Vesting period of the Award | Immediately upon grant |
Immediately upon grant |
Immediately upon grant |
(see explanatory note 5)
- The Proposed Grant of Share Awards to Mr Foo Joon Lye, a Controlling Shareholder of the Company, under the ISOTeam PSP.
(Resolution 12)
That the proposed offer and grant of Share Awards to Mr Foo Joon Lye, a Controlling Shareholder of the Company, pursuant to and in accordance with the rules of the ISOTeam PSP, on the following terms be and is hereby approved, and the Directors be and are hereby authorised to allot and issue or deliver from time to time such number of Shares upon the release of such Award:
| number of Shares upon the release of such Award: | |||
|---|---|---|---|
| Proposed Date of Grant of the Award | January 2026 | January 2027 | January 2028 |
| Number of Shares which are the subject of the Award |
2,000,000 | 2,000,000 | 2,000,000 |
| Vesting period of the Award | Immediately upon grant |
Immediately upon grant |
Immediately upon grant |
(see explanatory note 5)
- To transact any other business that may be properly transacted at an AGM.
BY ORDER OF THE BOARD
Teo Teck Sing Lim Kok Meng Company Secretaries
14 October 2025 Singapore
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Explanatory Notes:
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Please refer to the “Information on Directors seeking Re-election” section of the Annual Report of the Company for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.
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Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, or such authority is varied or revoked by the Company at a general meeting, whichever is earliest, to allot and issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings), of which up to 50% may be issued other than on a pro rata basis to shareholders of the Company.
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Ordinary Resolution 8 proposed in item 9 above, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, or such authority is varied or revoked by the Company at a general meeting, whichever is earliest, to make purchases (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) from time to time of up to 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at prices up to but not exceeding the Maximum Price. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buyback Mandate are set out in greater detail in the Appendix accompanying this notice.
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Ordinary Resolution 9 proposed in item 10 above, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, or such authority is varied or revoked by the Company at a general meeting, whichever is the earliest, to allot and issue Shares pursuant to the awards granted under the ISOTeam PSP up to a number not exceeding, in total, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
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Please refer to the Appendix accompanying this notice for further details. All capitalised terms used in Ordinary Resolutions 10 to 12 which are not defined herein shall have the same meanings ascribed to them in the Appendix, unless otherwise defined herein or where the context otherwise requires.
Notes:
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Members of the Company are invited to attend physically at the AGM. There will be no option for members to participate virtually. Printed copies of this Notice of AGM and Proxy Form will be sent to members of the Company. These documents are also made available on the SGXNet and the Company’s website at http://isoteam.listedcompany.com/. Members are advised to check SGXNet and/or the Company’s website regularly for updates.
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The Annual Report is made available on the SGXNet and the Company’s website at http://isoteam.listedcompany.com/. Printed copies of the Annual Report will not be sent to members. Members who wish to receive a printed copy of the Annual Report will need to complete and submit a Request Form (which can be found in the Letter to Shareholders dated 14 October 2025 to the Company by 5.00 p.m. on 21 October 2025. Printed copies of the Letter to Shareholders dated 14 October 2025 will be sent to members together with the Notice of AGM and Proxy Form. The Letter to Shareholders dated 14 October 2025 is also made available on the SGXNet and the Company’s website at http://isoteam.listedcompany.com/.
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Members may submit questions relating to the Annual Report, Appendix and resolutions set out in the notice of AGM in advance:
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(a) by email to [email protected]; or
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(b) by post to the registered office of the Company at 8 Changi North Street 1, ISOTeam Building, Singapore 498829.
All questions must be submitted by 5.00 p.m. on 21 October 2025.
Members, including SRS investors, who wish to submit their questions by post or by email are required to indicate their full names (for individuals)/company names (for corporates), NRIC/passport/company registration numbers, contact numbers, shareholding types and number of Shares held together with their submission of questions, to the office address or email address provided. Investors who hold Shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967), excluding SRS investors, should contact their respective relevant intermediaries to submit their questions based on the abovementioned instructions.
The Company will endeavour to address the substantial and relevant questions from members soonest possible and in any case, not later than 48 hours before the closing date and time for the lodgement of Proxy Forms. The responses to questions from members will be posted on the SGXNet and the Company’s website. Any subsequent clarifications sought by the members after 5.00 p.m. on 21 October 2025 will be addressed at the AGM. The minutes of the AGM will be published on the SGXNet and the Company’s website within one (1) month after the date of the AGM.
- A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend and vote at the AGM. Where such member appoints two (2) proxies, the proportion of his shareholding to be represented by each proxy shall be specified in the Proxy Form.
A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend 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 one (1) proxy, the number of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.
“relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967.
- A proxy need not be a member of the Company.
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The Proxy Form, duly executed together with the power of attorney or other authority, if any, under which the Proxy Form is signed or a notarially certified copy of that power of attorney or other authority (failing previous registration with the Company), must be submitted:
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(a) by email to [email protected]; or
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(b) by post to the registered office of the Company at 8 Changi North Street 1, ISOTeam Building, Singapore 498829,
in each case, not less than 48 hours before the time appointed for holding the AGM, i.e. by 10.00 a.m. on 27 October 2025.
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The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, it must be executed either under its common seal or signed by its attorney or officer duly authorised.
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Persons who hold Shares through relevant intermediaries (including SRS investors) and wish to exercise their votes by appointing the Chairman of the AGM as proxy should approach their respective relevant intermediaries (which would include SRS operators) through which they hold such Shares at least seven (7) working days before the AGM to submit their voting instructions in order to allow sufficient time for their respective relevant intermediaries to in turn submit a Proxy Form to appoint the Chairman of the AGM to vote on their behalf by 10.00 a.m. on 27 October 2025.
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A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time appointed for holding the AGM in order for the Depositor to be entitled to attend and vote at the AGM.
Personal Data Privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM of the Company 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 of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM of the Company (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 ”); and (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 express 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.
This notice has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, Hong Leong Finance Limited. It has not been examined or approved by the Exchange and the Exchange 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 Mr Kaeson Chui, Vice President, at 16 Raffles Quay, #01-05 Hong Leong Building, Singapore 048581, Telephone (65) 6415 9886.
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