MEGACHEM LIMITED

Company Registration No.: 198803293M

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the Company will be held at 11 Tuas Link 1, Singapore 638588 on Tuesday, 28 April 2026 at 10.00 a.m. to transact the following business:

AS ORDINARY BUSINESS

To receive and adopt the Statement by Directors and Audited Financial Statements of the Company for (Resolution 1) the financial year ended 31 December 2025 together with the Independent Auditor’s Report thereon.
To approve Directors’ fees of S$202,000 for the financial year ending 31 December 2026 (2025: (Resolution 2) S$202,000).
To declare a final tax exempt dividend of 0.5 cent per share for the financial year ended 31 December 2025. (Resolution 3) 4. To re-elect Mr Chew Choon Tee who is retiring pursuant to Regulation 117 of the Company’s Constitution. (Resolution 4) Mr Chew Choon Tee will, upon re-election as a Director of the Company, continue to serve as the Managing Director and as a member of the Nominating Committee. Key information on Mr Chew Choon Tee is found on page 19 of the Company’s 2025 annual report.
To re-elect Mr Yasutaka Kawamura who is retiring pursuant to Regulation 117 of the Company’s (Resolution 5) Constitution. Mr Yasutaka Kawamura will, upon re-election as a Director of the Company, continue to serve as the Non-Executive Non-Independent Director. Key information on Mr Yasutaka Kawamura is found on page 22 of the Company’s 2025 annual report.
To re-appoint Messrs RSM SG Assurance LLP as auditors of the Company and to authorise the Directors (Resolution 6) to fix their remuneration.

AS SPECIAL BUSINESS To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modifications: 7. Authority to allot and issue shares and convertible securities (Resolution 7) (a) “That pursuant to Section 161 of the Companies Act 1967, and Rule 806 of the Catalist Rules, authority be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to: (i) issue and allot shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise;

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

  - (iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; 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 total number of issued shares excluding treasury shares and subsidiary holdings of the Company, 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 of the Company.

For the purpose of this resolution, the total number of issued shares excluding treasury shares is based on the Company’s total number of issued shares excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for;

  - (a) new shares arising from the conversion or exercise of convertible securities; or

  - (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

(ii) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”
[See Explanatory Note (i)]
To approve the renewal of Interested Person Transactions Mandate

(Resolution 8)

“That:–

(a) approval be and is hereby given for the purposes of Chapter 9 of the Catalist Rules (“Chapter 9”), for the Company, its subsidiaries and associated companies (if any) that are considered to be “entities at risk” under Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix dated 1 April 2026 (the “Appendix”), with any party who is of the class of interested persons described in the Appendix provided that such transactions are made on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders and in accordance with the Company’s review procedures for such interested person transactions (the “IPT Mandate”)
(b) the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier; and
(c) the Directors of the Company and each of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or each of them may consider expedient, necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution as they or each of them may in their or each of their absolute discretion deem fit in the interests of the Company.”
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

BY ORDER OF THE BOARD

Kwok Hwee Peng Peck Jen Jen Company Secretaries

1 April 2026

ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Mr Chew Choon Tee and Mr Yasutaka Kawamura are the Directors seeking re-election at the forthcoming AGM of the Company to be convened on 28 April 2026 (collectively, the “Retiring Directors” and each a “Retiring Director”).

Pursuant to Rule 720(5) of the Catalist Rules, the additional information relating to the Retiring Director as set out in Appendix 7F to the Catalist Rules are disclosed on pages 19 and 22 of the Company’s 2025 annual report.

NOTICE OF RECORD DATE

NOTICE IS HEREBY GIVEN that subject to approval being obtained at the Annual General Meeting to be held at 11 Tuas Link 1, Singapore 638588 on Tuesday, 28 April 2026 at 10.00 a.m.:

A final tax exempt dividend of 0.5 cents per share for the financial year ended 31 December 2025 will be paid on 26 June 2026.
The Share Transfer Books and Register of Members of the Company will be closed on 10 June 2026 for the purpose of determining member’s entitlements to the proposed final tax exempt dividend. Duly completed and stamped transfers received by the Company’s Share Registrar, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte Ltd), 9 Raffles Place, #26-01 Republic Plaza, Singapore 048619, up to 5.00 p.m. on 9 June 2026 (the “Record Date”) will be registered to determine member’s entitlements to the proposed dividend. Members (being depositors) whose securities account with The Central Depository (Pte) Limited are credited with ordinary shares as at Record Date will be entitled to the payment of the proposed dividend.

Explanatory Notes:

(i) The ordinary resolution in item no. 7 is to authorise the Directors of the Company from the date of this Meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate 100% of the issued share capital 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 issued share capital of the Company at the time the resolution is passed, for such purposes as they consider would be in the interests of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.

Notes:

The members of the Company (the “ Members ”) are invited to attend physically at the AGM. There will be no option for the Members to participate virtually.
Printed copies of this Notice of AGM, Proxy Form and the Request Form (to request for printed copy of the Annual Report) have been despatched to the Members and are also available on the Company’s website at http://megachem.listedcompany.com/newsroom.html and SGX website at https://www.sgx.com/securities/company-announcements.
The Annual Report has been published and is available for download or online viewing by the Members on the Company’s website at http://megachem.listedcompany.com/newsroom.html and SGX website at https://www.sgx.com/securities/company-announcements. Printed copies of the Annual Report will not be sent to the Members unless requested by the Members via the submission of the Request Form. Members who wish to receive a printed copy of the Annual Report are required to complete the Request Form and return it to the Company by 16 April 2026 by post to the Company’s registered office at 11 Tuas Link 1, Singapore 638588; or if by email enclosing a clear scanned completed and signed Request Form, be received by Kwok Hwee Peng at [email protected].
Members (including investors who hold shares through the Relevant Intermediaries, including Central Provident Fund (“ CPF ”) Investment Scheme (“ CPF Investors ”) and/or Supplementary Retirement Scheme (“ SRS Investors ”)) may participate in the AGM by:
(a) attending the AGM in person;
(b) raising questions at the AGM or submitting questions in advance of the AGM; and/or
(c) voting at the AGM (i) themselves personally; or (ii) through their duly appointed proxy(ies).

CPF Investors and SRS Investors who wish to appoint the Chairman of the AGM (and not third-party proxy(ies)) as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 10.00 a.m. on 17 April 2026 , being at least seven (7) working days prior to the date of the AGM.

To attend the AGM, please bring along your NRIC/passport so as to enable the Company to verify your identity. Members are requested to arrive early to facilitate the registration process.

A Member, who is not a Relevant Intermediary, is entitled to appoint not more than two (2) proxies to attend, speak and vote on his/her/its behalf at the AGM. A Member, which is a corporation, is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a Member.

Where such Member appoints two (2) proxies, the proportion of his/her/its shareholding to be represented by each proxy shall be specified. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire number of shares entered against his/her/its name in the Depository Register and any second named proxy as an alternate to the first named.

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 Proxy Form.

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

A Member can appoint the Chairman of the AGM as his/her/its proxy but this is not mandatory.

If a Member wishes to appoint the Chairman of the AGM as proxy, such Member (whether individual or corporate) must give specific instructions as to voting for, voting against, or abstentions from voting on, each resolution in the instrument appointing the Chairman of the AGM as proxy. If no specific direction is given as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.

The instrument appointing a proxy, together with the power of attorney or other authority under which it is signed (if applicable) or a notarial certified copy thereof, must be deposited in the following manner:
(a) if submitted by post, be lodged with the Company’s Share Registrar, Tricor Barbinder Share Registration Services at 9 Raffles Place, #26-01 Republic Plaza, Singapore 048619; or
(b) if submitted electronically, be submitted via email to [email protected],

in either case, by no later than 10.00 a.m. on 25 April 2026 , being at least 72 hours before the time appointed for holding the AGM. Members are strongly encouraged to submit the completed proxy forms electronically by email.

The instrument appointing the proxy(ies) must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing the proxy(ies) is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.

The Company shall be entitled to reject the instrument appointing the as proxy if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the proxy (including any related attachment) (such as in the case where the appointor submits more than one instrument appointing the proxy).

In addition, in the case of Shares entered in the Depository Register maintained by The Central Depository (Pte) Limited, the Company may reject any instrument appointing the Chairman of the AGM as proxy lodged if the Member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the AGM.

Members may raise questions at the AGM and/or submit questions related to the Ordinary Resolutions to be tabled for approval at the AGM, in advance of the AGM. All questions, together with the members’ full names, identification numbers, contact numbers and email addresses and manner in which they hold shares in Company (e.g.via CDP, CPF or SRS), must be submitted no later than 10.00 a.m. on 9 April 2026 via email to Kwok Hwee Peng at [email protected] or by post to the registered office of the Company at 11 Tuas Link 1, Singapore 638588.

The Company will endeavour to address all substantial and relevant questions submitted by the Members prior to 10.00 a.m. on 9 April 2026 via SGXNet by 16 April 2026 after 5.00 p.m. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed. The Company endeavours to address (i) subsequent clarifications sought; (ii) follow-up questions; or (iii) subsequent substantial and relevant questions which are received after 10.00 a.m. on 9 April 2026, at the AGM itself. The Company will publish the responses made during the AGM to such questions together with the minutes of the AGM on the SGX website at https://www.sgx.com/securities/company-announcements and the Company’s website http://megachem.listedcompany.com/newsroom.html within one (1) month after the date of the AGM.

Personal Data Privacy

“ Personal data ” in this Notice of AGM has the same meaning as “personal data” in the Personal Data Protection Act 2012, which includes the Member’s name and its proxy’s and/or representative’s name, address, email address and NRIC/Passport number. By submitting 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 (i) consents to the collection, use and disclosure of the Member’s personal data by the Company (or its agents or service providers) for the purpose of processing, administration and analysis by the Company (or its agents or service providers) of the proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over 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 or service providers), 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 or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) 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’s and/or representative’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 for the AGM. Accordingly, the personal data of a Member or its proxy and/or representative (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 prepared by the Company and the contents have 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 “ 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 Bernard Lim (Tel: (65) 6232 3232) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.

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MEGACHEM LIMITED AGM Information 2026

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