OCEAN SKY INTERNATIONAL LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 198803225E)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM ”) of Ocean Sky International Limited (the “ Company ”) will be held at Raffles Marina, Bridge Room, Level 2, 10 Tuas West Drive, Singapore 638404 on Tuesday, 29 April 2025 at 10:00 a.m. for the following businesses:–

AS ORDINARY BUSINESS

To receive and adopt the Directors’ Statement and the Audited Financial Statements for the (Resolution 1) financial year ended 31 December 2024 together with the Independent Auditor’s Report thereon.
To re-elect Mr Ang Boon Cheow Edward who is retiring pursuant to Regulation 89 of the (Resolution 2) Company’s Constitution, and who, being eligible, offers himself for re-election, as Director of the Company. [See Explanatory Note (i)]
To re-elect Mr Toh David Ka Hock who is retiring pursuant to Regulation 89 of the (Resolution 3) Company’s Constitution, and who, being eligible, offers himself for re-election, as Director of the Company. [See Explanatory Note (ii)]
To approve the payment of Directors’ fees of S$125,000 for the financial year ending (Resolution 4) 31 December 2025, payable quarterly in arrears. (FY2024: S$138,333)
To re-appoint Messrs BDO LLP as independent auditors of the Company and to authorise (Resolution 5) the Directors of the Company to fix their remuneration.
To transact any other ordinary which may properly be transacted at an Annual General Meeting of the Company.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions, with or without amendments, as Ordinary Resolutions:–

Authority to issue shares and convertible securities

(Resolution 6)

“That, pursuant to Section 161 of the Companies Act 1967 of Singapore (the “ Act ”), the Constitution and Rule 806 of the Catalist Rules of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (“ Catalist Rules ”), authority be and is hereby given to the Directors of the Company to:

(a) (i) allot and issue shares in the capital of the Company (the “ 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 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:
(i) additional instruments as adjustments in accordance with the terms and conditions of the Instruments made or granted by the Directors while this Resolution was in force; and
(ii) Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force or such additional instruments in (b)(i) above,

provided that:

(1) 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) shall not exceed one hundred per cent (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below) or such other limit as may be prescribed by the Catalist Rules as at the date of this Resolution is passed, of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below) or any such other limit as may be prescribed by the Catalist Rules as at the date of this Resolution is passed;
(2) 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, if any) shall be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) at the time of passing of this Resolution, after adjusting for:
(i) new Shares arising from the conversion or exercise of convertible securities;
(ii) new Shares arising from exercise of share options or vesting of share awards which are outstanding or subsisting at the time of passing of this Resolution, provided the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
(iii) any subsequent bonus issue, consolidation or subdivision of Shares;
(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), all applicable legal requirements under the Act, and otherwise, the Constitution for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue to be 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 the earlier.”

[See Explanatory Note (iii)]

Proposed Renewal of Share Purchase Mandate

(Resolution 7)

“That:

(a) for the purposes of the Catalist Rules and the Act, the exercise by the Directors of the Company of all the powers of the Company to use Funds (as defined hereinafter) to purchase or otherwise acquire the ordinary shares in the capital of the Company (“ Shares ”) not exceeding in aggregate the Maximum Limit (as defined hereinafter), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as defined hereinafter), whether by way of:
(i) on-market purchases (each an “ On-Market Purchase ”) on the Singapore Exchange Securities Trading Limited (“ 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 of the Company as they consider fit based on the requirements of Section 76C of the Act,

and in accordance with all other laws and regulations of Singapore and the listing rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Purchase Mandate ”);

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the Company 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 annual general meeting of the Company is held or required by the law to be held;
(ii) the date on which the share purchases are carried out to the full extent mandated; or
(iii) the date on which the authority contained in the Share Purchase Mandate is revoked or varied;
(c) in this Resolution:

“ Funds ” means internal sources of funds of the Company. Illustrations of the financial impact of the use of Funds are set out in the Appendix 1;

“ Maximum Limit ” means that number of Shares representing ten per cent. (10%) of the issued ordinary share capital of the Company (excluding treasury shares and subsidiary holdings) as at the date of passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period (as defined hereinafter), in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company 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 annual general meeting was held and expiring on the date the next annual general meeting is held or is required by law to be held or the date on which the share purchases are carried out to the full extent of the Share Purchase Mandate or the date the said mandate is revoked or varied by the Company in a general meeting, whichever is the earlier, after the date of this Resolution; and

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

(i) in the case of an On-Market Purchase: 105% of the Average Closing Price; 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 five (5) market days, on which transactions in the Shares were recorded, preceding the day of the On-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five (5) market days period;

“ date of the making of the offer ” means the date on which the Company announces its intention to make an offer for an Off-Market Purchase, 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; and

(d) the Directors of the Company 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.”

[See Explanatory Note (iv)]

By Order of the Board

Low Wei Han Company Secretary

Singapore, 11 April 2025

EXPLANATORY NOTES:

(i) Ordinary Resolution 2 – Mr Ang Boon Cheow Edward will, upon re-election as a Director of the Company, remain as Executive Chairman, Chief Executive Officer and a member of the Nominating Committee of the Company. Detailed information on Mr Ang Boon Cheow Edward can be found under the “Board of Directors”, “Corporate Governance Report” and “Disclosure of information on Directors Seeking Re-Election” sections in the Company’s Annual Report.
(ii) Ordinary Resolution 3 – Mr Toh David Ka Hock will, upon re-election as a Director of the Company, remain as Lead Independent Director and Chairman of Audit Committee, as well as a member of the Remuneration Committee and the Nominating Committee of the Company. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules. Detailed information on Mr Toh David Ka Hock can be found under the “Board of Directors”, “Corporate Governance Report” and “Disclosure of information on Directors Seeking Re-Election” sections in the Company’s Annual Report.
(iii) Ordinary Resolution 6 , if passed, will empower the Directors from the date of this AGM until the date 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue shares, make or grant Instruments convertible into shares and to issue share pursuant to such Instruments. The aggregate number of shares (including shares to be made in pursuance of Instruments made or granted pursuant to this Resolution) which the Directors may allot and issue, shall not exceed, in total, one hundred per cent. (100%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) of the Company, of which the total number of shares issued other than on a pro-rata basis to existing shareholders of the Company, shall not exceed fifty per cent. (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) of the Company.
(iv) Ordinary Resolution 7 , if passed, will empower the Directors of the Company to make purchases or otherwise acquire the Company’s issued shares from time to time subject to and in accordance with the guidelines set out in the Appendix 1 accompanying this Notice. Unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by Directors of the Company 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 of which the next annual general meeting of the Company is held or required by the law to be held;
(ii) the date of which the share purchases are carried out to the full extent mandated; or
(iii) the date of which the authority contained in the Share Purchase Mandate is revoked or varied.

NOTES:

(a) Participation in the AGM

The Annual General Meeting (the “ Meeting ” or “ AGM ”) will be held, in a wholly physical format at the AGM venue set out above and there will be no option for members to participate virtually. The Notice of AGM, Proxy Form, Request Form and the Annual Report will be made available on the SGXNET at https://www.sgx.com/securities/company-announcements and the Company’s website at https://www.oceanskyintl.com. A printed copy of the Notice of AGM, Proxy Form and Request Form will be sent to the members of the Company.
Members may participate in the AGM by:
(a) attending the AGM in person;
(b) submitting questions in relation to any agenda item in this Notice of AGM in advance of, or at the AGM; and/or
(c) voting at the AGM by themselves personally or through their duly appointed proxy(ies).

Details of the steps for registration, asking of questions and voting at the AGM by members, are set out in the notes below.

(b) Registration in person to attend the AGM

Members, including CPF and SRS investors can attend the AGM in person.

To do so, they will need to register in person at the registration counter(s) outside the AGM venue on the day of the event. Please bring along your NRIC/Passport to enable the Company to verify your identity. Members and/or their proxy(ies) are advised to arrive early to facilitate the registration process and exercise social responsibility and not to attend the AGM if they are feeling unwell. The Company reserves the right to refuse admittance to the AGM if the attendee’s identity cannot be verified accurately.

For investors who hold shares of the Company through relevant intermediaries (as defined in Section 181 of the Companies Act, 1967 of Singapore) including CPF and SRS Investors and who wish to participate in the AGM should contact their respective relevant intermediaries (including CPF Agent Banks and SRS Operators) through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM.

(c) Asking Questions

Members, including CPF and SRS investors may ask question relating to the item on the agenda of the AGM during the AGM physically or submitting their question to the Company in advance (“ Advanced Questions ”) by 10:00 a.m. on 18 April 2025 (“ Cut-off Time ”) through any of the following means:
(i) by post, to be deposited at the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632; or
(ii) by email to [email protected].
Members, including CPF and SRS investors must identify themselves when posting questions through email or mail by providing their full names (for individuals)/company names (for corporations), NRIC/passport number/company registration numbers, contact numbers, email address, number of shares and the manner in which their hold shares (if hold shares directly, please provide the CDP account number; otherwise, please state if you hold your shares through CPF or SRS, or are a relevant intermediary shareholders).
The Company will address all substantial and relevant Advanced Questions through announcement on the SGX website at https://www.sgx.com/securities/company-announcements and the Company’s website at https://www.oceanskyintl.com by 10:00 a.m. on 23 April 2025.
The Company will endeavors to address (i) subsequent clarifications sought, (ii) follow-up questions, or (iii) subsequent substantial and relevant questions which are received after the Cut-off Time at the AGM itself or via an announcement on SGXNet and the Company’s website. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.
The Company will, within one month after the AGM, publish the minutes of the AGM on the SGXNet and the Company’s website and the minutes will include the responses to the substantial and relevant questions raised during the AGM.

(d) Voting at the AGM or voting by appointing proxy(ies)

Members will be able to vote at the AGM in person, or by appointing proxy(ies) to vote on their behalf.
Duly completed proxy forms must be submitted through any of the following means no later than 10:00 a.m., 26 April 2025, being no later than seventy-two (72) hours before the time appointed for holding the AGM and in default the instrument of proxy shall not be treated as valid:
(i) If sent personally or by post, the proxy form must be lodged at the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632; or
(ii) If by email, the proxy form must be received at [email protected].

The proxy form is made available on SGXNet and the Company’s corporate website at https://www.oceanskyintl.com and may be accessed through announcement on the SGX website at https://www.sgx.com/securities/company-announcements.

The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized 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 or under the hand of an attorney or an officer duly authorized, 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.

A proxy need not be a member of the Company.
A member of the Company which is a corporation is entitled to appoint its authorized representatives or proxies to vote on his behalf.

A member can appoint the Chairman of the Meeting as his/her/its proxy but this is not mandatory.
If a member wishes to appoint the Chairman of the Meeting as proxy, such member 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 Meeting as proxy. If no specific direction as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.
For investors who holds shares of the Company through relevant intermediaries (as defined in Section 181 of the Companies Act), including CPF and SRS Investors:
(a) may vote at the AGM if they are appointed as proxies by their respective relevant intermediaries, and should contact their respective relevant intermediaries if they have any queries regarding their appointment as proxies; or
(b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM,
in which case they should approach their relevant intermediaries to submit their votes at least seven (7) working days prior to the AGM.
A member (other than 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 more than one (1) proxy, the proportion of the shareholding concerned to the represented by each proxy shall be specified in the form of the proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100% of the shareholding 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 in his/her stead 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 to be represented by each proxy must be stated.
“Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, 1967.
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.

PERSONAL DATA PRIVACY

By (a) submitting an instrument appointing the Chairman of the Meeting, proxy(ies) and/or representatives to attend, speak and vote at the AGM and/or any adjournment thereof, or (b) submitting any question prior to the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’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), addressing relevant and substantial questions from members received before and/or during the AGM and if necessary, following up with the relevant members in relation to such questions and enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines by the relevant authorities (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; and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a results of the member’s breach of warranty. 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 the member of the Company or the member’s 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 propose/second) may be recorded by the Company for such Purposes.

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OCEAN SKY INTERNATIONAL LIMITED AGM Information 2025

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