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Sarine Technologies Ltd. — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
7033_rns_2026-04-09_1e84eb62-6062-4d8a-8595-52c7dd1b6e5c.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting ("AGM") of the Company will be held in the Britannia Room, Level 3, NCO Club at the JW Marriott Singapore South Beach Hotel, 30 Beach Rd, Singapore 189763, on the 29th day of April 2026 at 3:00 PM Singapore time (10:00 AM Israel time) to transact the business enumerated below.
Ordinary Business
- To receive and consider the audited accounts for the year ended 31 December 2025 and the reports of the directors and auditors thereon.
- To re-appoint Somekh Chaikin Certified Public Accountants (Isr.), Member firm of KPMG International and Chaikin, Cohen, Rubin and Co., Certified Public Accountants (Isr.) as external auditors and to authorise the Board of Directors to fix their remuneration.
- To elect the following three retiring directors as Independent Directors of the Company - see Explanatory Note (a) and Appendix 1 for the relevant disclosures as per Listing Rule 704 (7)(a):
a. Neta Zruya HASHAI
b. LIM Yong Sheng
c. SIN Boon Ann - To elect the following three Independent Directors of the Company - see Explanatory Note (a) and Appendix 1 for the relevant disclosures as per Listing Rule 704 (7)(a):
a. Lior ESHED
b. Ziv GAFNI
c. Noga PERRY - To elect the following two retiring Non-Independent Directors of the Company - see Explanatory Note (a) and Appendix 1 for the relevant disclosures:
a. Daniel Benjamin GLINERT
b. Uzi LEVAMI - To appoint Ms. Netz Zruya Hashai, as Lead Independent Director [See Explanatory Note (b)]:
- To approve the grant to the following Independent Directors, if elected, of 1,050,000 options in aggregate (350,000 options to each Independent Director), under the Sarine Technologies Ltd, 2026 Share Option and Restricted Share Units Plan (Directors) (the "2026 Directors Plan"), subject to the approval of the 2026 Directors Plan by the Israeli Tax Authority and by the Extraordinary General Meeting (to be held immediately following the AGM – the "EGM") [See Explanatory Note (c)]:
a. Lior ESHED
b. Ziv GAFNI
c. Noga PERRY - To approve the remuneration and participation fees for the following Independent Directors [See Explanatory Note (d)]:
a. Lior ESHED
b. Ziv GAFNI
c. Neta Zruya HASHAI
d. Noga PERRY
e. LIM Yong Sheng
f. SIN Boon Ann - To approve the remuneration and participation fees of Mr. Uzi LEVAMI, Non-Independent Director [see Explanatory Note (e)]
- To approve the remuneration of Mr. Daniel Benjamin GLINERT, Executive Chairman of the Board [see Explanatory Note (f)]
- To approve the grant of 600,000 options, under the Sarine Technologies Ltd, 2026 Share Option and Restricted Share Units Plan (Employees) (the "2026 Employees Plan") to Mr. David Block, the CEO, subject to the approval of the 2026 Employees Plan by the Israeli Tax Authority and by the EGM [See Explanatory Notes (g) and (h)]
Special Business
- To consider and, if thought fit, to pass the following members' resolutions with or without amendments:
12.1 Authority to issue shares [see Explanatory Note (i)]
That authority be given to the directors of the Company to issue and allot shares in the Company whether by way of rights, bonus or otherwise (including but not limited to the issue and allotment of shares at any time, whether during the continuance of such authority or thereafter, pursuant to offers, agreements or options made or granted by the Company while this authority remains in force) by the directors, or otherwise disposal of shares (including making and granting offers, agreements and options which would or might require shares to be issued, allotted or otherwise disposed of, whether during the continuance of such authority or thereafter) by the directors of the Company at any time to such persons (whether or not such persons are members), upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit PROVIDED THAT:
(i) the aggregate number of shares to be issued pursuant to such authority shall not exceed $30\%$ of the issued shares in the capital of the Company (as calculated in accordance with paragraph (ii) below), of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing members must not be more than $10\%$ of the total issued shares in the capital of the Company;
SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
(ii) subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares that may be issued under paragraph (i) above, the total number of issued shares shall be based on the number of issued shares in the capital of the Company at the time this resolution is passed after adjusting for new shares arising from the conversion or exercise of convertible securities or new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed and any subsequent bonus issue, consolidation or subdivision of the Company's shares;
(iii) unless revoked or varied by the Company in a general meeting, such authority shall continue in full 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.
12.2 Authority to offer and grant options under the 2026 Employees Plan, subject to the approval of the 2026 Employees Plan by the Israeli Tax Authority and by the EGM and issue shares upon the exercise of options, which were previously granted under the Sarine Technologies Ltd 2015 Share Option Plan ("2015 Plan") and/or which will be granted under the 2026 Employees Plan (subject to the approval thereof by the Israeli Tax Authority and by the EGM). [See Explanatory Note (j)]
That the directors of the Company be and are hereby authorised to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the 2015 Plan and/or the 2026 Employees Plan, provided always that the aggregate number of such shares to be issued pursuant to the 2015 Plan, the 2026 Employees Plan, the 2026 Directors Plan and any other share option schemes of the Company for the time being in force shall not exceed 15% of the issued shares in the capital of the Company (excluding treasury shares).
12.3 Authority to offer and grant options under the 2026 Directors Plan, subject to the approval of the 2026 Directors Plan by the Israeli Tax Authority and by the EGM and issue shares upon the exercise of options, which will be granted under the 2026 Directors Plan (subject to the approval thereof by the Israeli Tax Authority and by the EGM). [See Explanatory Note (k)]
That the directors of the Company be and are hereby authorised to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the 2026 Directors Plan, provided always that the aggregate number of such shares to be issued pursuant to the 2015 Plan, the 2026 Employees Plan, the 2026 Directors Plan and any other share option schemes of the Company for the time being in force shall not exceed 15% of the issued shares in the capital of the Company (excluding treasury shares).
- To transact any other business, which may properly be transacted at an Annual General Meeting.
BY ORDER OF THE BOARD
AMIR JACOB ZOLTY
Company Secretary
Israel,
06 April 2026
Proxies:- A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her/its stead, as detailed below. A proxy need not be a member of the Company.
114 SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes:-
(a) Article 37(c) of the Company's Articles of Association provides that:
"Each Director shall serve, subject to Articles 39 and 40 hereof, and unless the Annual General Meeting appointing him provides otherwise, until the third Annual General Meeting following the Annual General Meeting at which such Director was appointed, or his earlier removal pursuant to this Article 37. A Director who has completed his term of service or has been removed as aforesaid (a "Retiring Director") shall be eligible for re-election."
All of the Company's Directors were appointed by the Annual General Meeting held on 24 April 2023 and, as such have completed their three-year tenure and are retiring. It is proposed to re-appoint certain of the current Directors of the Company. The proposed Directors' CVs, new nominees as well as directors proposed for re-appointment, and other requisite information, including the Board's rationale for their election / re-election may be found in Appendix 1 to this Notice.
It is noted that Mr. Glinert has informed the Company that, if re-elected, he intends to serve as a director and Executive Chairman of the Board for a transitional period of approximately 12-18 months, during which he will support the acclimatisation of newly appointed directors and assist with the orderly transition of Board responsibilities.
(b) According to Provision 3.3 of the 2018 Code of Corporate Governance:
"The Board has a lead independent director to provide leadership in situations where the Chairman is conflicted, and especially when the Chairman is not independent. The lead independent director is available to members where they have concerns and for which contact through the normal channels of communication with the Chairman or Management are inappropriate or inadequate."
As Mr. Daniel Benjamin Glinert, the Chairman of the Board of the Company, if re-elected, is not an Independent Director, it is proposed to appoint Ms. Netz Zruya Hashai as the Lead Independent Director.
(c) The Company's Remuneration Committee and Board of Directors have resolved, subject to the AGM's approval, to grant 1,050,000 options, under the 2026 Directors Plan to the following Independent Directors of the Company:
350,000 options to purchase Ordinary Shares under the 2026 Directors Plan to each of Messrs. Lior Eshed and Ziv Gafni and Ms. Noga Perry.
It was further resolved that the exercise price of these options shall be the Market Price (as such term is defined in the 2026 Directors Plan) and that the aforementioned options shall vest over a three-year period - 100,000 options upon the lapse of one year and 125,000 options upon the lapse of each of the second and third years from the date of grant. Under the Israeli Companies Law, the grant of options to Directors requires the approval of the Company's General Meeting.
(d) It is proposed that, further to the approval of the Company's Remuneration Committee and the Board of Directors, subject to the AGM's approval, the Independent Directors be remunerated with an annual fixed fee of US$35,000 and participation fees in the amounts of US$1,200 per participation in a day of meetings in person, US$720 per participation over audio/video conference means and US$600 per a written resolution, all as previously approved for the Independent Directors in 2023.
(e) It is proposed that, further to the approval of the Company's Remuneration Committee and the Board, subject to the AGM's approval, Mr. Uzi Levami be remunerated as a Non-Independent Director with an annual fixed fee of US$35,000 and participation fees in the amounts of US$1,200 per participation in a day of meetings in person, US$720 per participation over audio/video conference means and US$600 per a written resolution, as previously approved for the Non-Independent Directors in 2023.
(f) It is proposed that, further to the approval of the Company's Remuneration Committee and the Board, subject to the AGM's approval, Mr. Daniel Benjamin Glinert be remunerated as the Executive Chairman of the Board with an annual fixed fee of NIS 747,180 (NIS 62,265 per month) as in his previous term of service.
(g) The Remuneration Committee and the Board of Directors of the Company have approved and have recommended to the Shareholders to approve the granting 600,000 options to Mr. Block, CEO, to vest after three years, contingent upon the share price reaching a specific threshold set by the Board of Directors within that timeframe (with partial pro-rated vesting in case of share price only reaching a pre-designated lower threshold).
SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
(h) A shareholders' resolution shall be deemed adopted if approved by the holders of a majority of the voting power represented at the meeting in person or by proxy and voting thereon. Notwithstanding the aforesaid, according to the Israeli Companies Law, the approval of resolution No. 11 (approval of grant of options to CEO) on the agenda of this Annual General Meeting requires a majority of the shareholders attending and voting (abstaining votes notwithstanding), provided that: (i) such majority shall consist of the majority of the participating and voting shareholders who are not the controlling shareholders of the company, or otherwise having a personal interest in such resolution; or (ii) the non-interested shareholders who voted against such resolution hold not more than 2% of the company's share capital. According to the Israeli Companies Law, a "personal interest" is: "a personal interest of any person in an act or transaction of a company, including a personal interest of his relative or of a corporate body in which such person or a relative of such person has a personal interest, but excluding a personal interest stemming from the fact of a shareholding in the company, including a personal interest of the person voting according to a proxy given to him by another person, even if the appointer does not have a personal interest, and including a personal interest of the appointer, even if the appointee does not have a personal interest, all whether or not the appointee is granted any discretion with regard to the subject matter of the voting".
Unless a shareholder notifies us, whether in the Proxy Form or in a written notice to the Company, that it/he/she have a personal interest in the subject matter of resolution No. 11, we will assume that a shareholder who signs and returns a proxy form without a specific indication as to the lack of personal interest of such shareholder has no personal interest with respect to resolution No. 11. If you believe that you, or a related party of yours, is a controlling shareholder or possesses a personal interest and you wish to participate in the vote on resolution 11, you should indicate in the box that you have a personal interest on the enclosed proxy form. If you hold your shares through a bank, broker or other nominee and believe that you possess a personal interest in the approval of such resolution, you may also contact the representative managing your account, who could then contact us on your behalf.
(i) The shareholders' resolution set out in item 12.1 above, if passed, will empower the Directors from the date of the above meeting until the date of the next Annual General Meeting, to issue shares in the Company. The maximum number of shares which the Directors may issue under this resolution shall not exceed the quantum set out in this resolution.
(j) The shareholders' resolution set out in item 12.2 above, if passed, and subject to approval of the 2026 Employees Plan by the Israeli Tax Authority and by the EGM, will empower the Directors to offer and grant options and to allot and issue shares in the capital of the Company pursuant to the exercise of the options granted under the 2015 Plan and the 2026 Employees Plan.
(k) The shareholders' resolution set out in item 12.3 above, if passed, and subject to approval of the 2026 Directors Plan by the Israeli Tax Authority and by the EGM, will empower the Directors, following shareholder approval, to offer and grant options and to allot and issue shares in the capital of the Company pursuant to the exercise of the options granted under the 2026 Directors Plan.
116 SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025 117
Notes:-
1. Proxy Voting
(a) Voting at the AGM shall be done by a shareholder/member of the Company ("member") attending the AGM in person or by way of proxy. A member who wishes to vote on any or all of the resolutions at the AGM by proxy may appoint the Chairman of the AGM or any other person attending the AGM as his/her/its proxy (the proxy does not need to be a member) to vote by downloading the proxy form from the Company's announcement on the SGXNet or on the Company's website at URL https://sarine.com/wp-content/uploads/2026/2026_AGM_proxy.pdf and completing it.
(b) A member must submit the completed and signed proxy form:
(i) by email to the Company, addressed to [email protected]; or
(ii) by post to the registered office of the Company, at 4 Haharash Street (Second Floor), Hod Hasharon, Israel 4524075, Attention IR-Proxy Vote; or
(iii) by email to the Company's Singapore Share Transfer Agent, addressed to [email protected]; or
(iv) by post to the office of the Company's Singapore Share Transfer Agent, B.A.C.S. Private Limited at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896
In any case, no later than 3:00 p.m. (Singapore time) (10:00 a.m. Israel time; 08:00 a.m. GMT/UTM) on 28 April 2026, being not less than two four (24) hours before the time fixed for the AGM.
(c) Members of the Company are strongly encouraged to submit completed proxy forms electronically via email.
2. Members' Questions and Answers (Q&A)
(a) Members with any queries in relation to any item of the agenda of the AGM, as detailed above, may send their queries to the Company in advance before 3:00 p.m. (Singapore time) (10:00 a.m. Israel time; 08:00 a.m. GMT/UTM) on 15 April 2026, by email to [email protected].
(b) Members should state their question(s), full name, NRIC/Passport No./Company Registration No., as applicable, the number of shares held in the Company, and whether they are a member or a corporate representative of a corporate member. Any question omitting such identification details will be disregarded.
(c) All substantial questions and relevant comments from members will be addressed by the Company prior to the AGM on SGXNet, no later than 24 April 2026.
(d) The Company shall also address any subsequent clarifications sought, or follow-up questions at the AGM in respect of substantial and relevant matters. The responses from the Board, management, secretary or auditors of the Company, as applicable, shall thereafter be published on the SGXNet and on the Company's website, together with the minutes of the AGM, as soon as practical and no later than one (1) month after the conclusion of 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 and/or any adjournment thereof, 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, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, 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.
Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member of the Company (such as his name, his presence at the AGM and any questions he may raise or motions he propose/second) may be recorded by the Company for such purpose.
NOTICE OF ANNUAL GENERAL MEETING
APPENDIX 1 - NOMINEES FOR BOARD OF DIRECTORS
GENERAL
The Nominating Committee of the Board of Directors, in its meeting of 6 January 2026 reviewed previous resolutions passed by the Nominating Committee of the Board of Directors and opined that the following general criteria should be applied to the Board of Directors composition:
- The Board should comprise 7 to 9 directors. The Board is of the opinion that expanding the current structure from 7 to 8 directors will further enhance the Board's capabilities. The Board may consider adding an additional director, on a case by case basis, giving proper weight to the potential contribution of additional member/s vis-à-vis the effects on the efficiency of the Board.
- The majority of the Board should be comprised of Independent Directors.
- The Board should be comprised of directors having appropriate expertise and experience in areas related to the operations of the Group. Specifically, if 7 directors, preferably three from the diamond industry, preferably from the various segments thereof (upstream production (mining), midstream polishing and wholesale trade, and downstream retail trade), preferably two with relevant technological background, at least one with accounting / financial review and reporting expertise and at least one with corporate governance expertise. If 9 directors, an additional one from the diamond industry and an additional one with relevant technological background.
- The Board should be gender diversified.
The Nominating Committee of the Board recommended to the Board to endorse the appointment of the directors standing for re-election and the appointment of the proposed nominees and the Board accepted said recommendation.
NOMINEES
Daniel Benjamin GLINERT (retiring Executive Director and Chairman of the Board standing for re-election)
Age: 75
Country of Residence: Israel
Nominated as: Executive Director
Last Reappointment: 2023
Title: Chairman of the Board and Member of the Nominating Committee
Working Experience: Please refer to the Board of Directors section of the Annual Report
Shareholdings Interest: Please refer to Directors Shareholdings in the Annual Report
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships: None
Conflict of Interest: None
Board's Comments: Mr. Glinert has over 50 years of experience in technological systems development as well as vast experience in general management and in the diamond industry, and meets the criteria set by the Nominating Committee as a technology expert. He has served as Executive Chairman of the Board since 1999. Having initially informed the Board of his decision not to stand for re-election, Mr. Glinert is standing for re-election for a transitional period of approximately 12-18 months, during which he will support the acclimatisation of newly appointed directors and assist with the orderly transition of Board responsibilities. The Board believes that Mr. Glinert's extensive expertise and experience will continue to contribute to the achievement of the Group's business objectives and to providing stability and guidance during the leadership transition period. Mr. Glinert has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed his responses in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
118 SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
APPENDIX 1 - NOMINEES FOR BOARD OF DIRECTORS
Lior ESHED
Age: 51
Country of Residence: Israel
Nominated as: Independent Director
Last Reappointment: Not Applicable
Title: Not Applicable
Working Experience: The Managing Director of Eshed Diam Ltd., and Gemstar Ltd., and serves as a senior executive at Eshed Gemstar, an international diamond and gemstone trading and manufacturing group, with extensive experience across the rough and polished diamonds, manufacturing economics and international trade.
Shareholdings Interest: None
Family Relationship to any Director / Substantial Shareholder: Son of Mr. Avraham Eshed, a Director of the Company who is not standing for re-election
Other Directorships: None
Conflict of Interest: None
Board's Comments: Mr. Eshed is a GIA graduate and holds a Bachelor of Arts (B.A) and a Master of Laws (LLM) from Reichman University (IDC Herzliya). He has over 2 decades of experience in the polishing and trade of polished diamonds and gemstones and meets the criteria set by the Nominating Committee as a diamond industry midstream segment expert. The Board believes his expertise and experience should contribute to achieving the Group's business goals. Mr. Eshed has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed his response in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
Ziv GAFNI
Age: 44
Country of Residence: Israel
Nominated as: Independent Director
Last Reappointment: Not Applicable
Title: Independent Director
Working Experience: Mr. Gafni is the President and Global CFO of Fetcherr, a generative AI pricing, inventory and publishing engine. Prior to joining Fetcherr, Mr. Gafni spent nearly six years at J.P. Morgan Chase, most recently serving as EMEA Head of Tech Strategy, Innovation & Partnerships and prior to that, he led the firm's Markets innovation globally. Previously, Mr. Gafni served as Head of External Innovation & Fintech at one of the leading banks in Israel, Bank Hapoalim, and Transaction Advisory Services Senior Consultant at Ernst & Young
Shareholdings Interest: None
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships: Turbogen Ltd., publicly traded in Israel and in the process of listing on NASDAQ
Conflict of Interest: None
Board's Comments: Mr. Gafni, a financial and business executive, has almost 20 years of experience in corporate strategy, management consulting, enterprise software, Fintech and innovation and meets the criteria set by the Nominating Committee as a financial review expert. The Board believes that his expertise and experience will contribute to the achievement of the Group's business objectives. Mr. Gafni has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed his responses in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
APPENDIX 1 - NOMINEES FOR BOARD OF DIRECTORS
Neta Zruya HASHAI (retiring Independent Director standing for re-election)
Age: 50
Country of Residence: Israel
Nominated as: Independent Director
Last Reappointment: 2023
Title: Lead Independent Director, Chairperson of the Audit Committee and Member of the Remuneration Committee
Working Experience: Please refer to the Board of Directors section of the Annual Report
Shareholdings Interest: None
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships: The Association for the Advancement of Education in Israel – "One of Ours"
Conflict of Interest: None
Board's Comments: Ms. Hashai has over 20 years of experience in accounting, auditing and financial reporting and meets the criteria set by the Nominating Committee as an accounting, financial review and reporting expert. Ms. Hashai has served as an Independent Director of the Group since 2020 and the Board believes that her expertise and experience will continue to contribute to fulfilling the role of Chairperson of the Audit Committee and to the achievement of the Group's business objectives. Ms. Hashai has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed her responses in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
Uzi LEVAMI (retiring Non-Executive Director standing for re-election)
Age: 74
Country of Residence: Israel
Nominated as: Non-Executive Director
Last Reappointment: 2023
Title: Member of the Remuneration Committee
Working Experience: Please refer to the Board of Directors section of the Annual Report
Shareholdings Interest: Please refer to Directors Shareholdings in the Annual Report
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships: Kitov.ai, Yummi Home Food Ltd., an ecommerce platform; and Ayin Lev Ami (2000) Ltd., a family-owned asset holding company
Conflict of Interest: None
Board's Comments: Mr. Levami has over 50 years of experience in technological systems development as well as vast experience in general management and in the diamond industry, and meets the criteria set by the Nominating Committee as a technology expert. Mr. Levami was a member of the Group's founding engineering team and has been a member of the Board (both executive and non-executive) since 2008. He was also the Group's Chief Executive Officer (CEO) from 2009 through 2017. The Board believes that his expertise and experience will continue to contribute to the achievement of the Group's business objectives. Mr. Levami has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed his responses in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
120 SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
APPENDIX 1 - NOMINEES FOR BOARD OF DIRECTORS
LIM Yong Sheng (retiring Independent Director standing for re-election)
Age: 57
Country of Residence: Singapore
Nominated as: Independent Director
Last Reappointment: 2023
Title: Member of the Audit and Nominating Committees
Working Experience: Please refer to the Board of Directors section of the Annual Report
Shareholdings Interest: None
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships: Non-Executive Director of MoneyMax Financial Services Ltd., publicly traded in Singapore
Conflict of Interest: None
Board's Comments: Mr. Lim has over 30 years of experience in the retail trade of polished diamond jewellery and meets the criteria set by the Nominating Committee as a diamond industry downstream retail expert. Mr. Lim has been an Independent Director of the Group since 2020 and the Board believes his expertise and experience will continue to bring a unique understanding of the retail industry and thus contribute to the achievement of the Group's key business objectives in the retail segment of the industry. Mr. Lim has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed his response in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
Noga PERRY
Age: 64
Country of Residence: Israel
Nominated as: Independent Director
Last Reappointment: Not Applicable
Title: Not Applicable
Working Experience: Ms. Perry is a Managing Partner at Israel Innovation Partners, a consultancy firm that connects international investors with high-potential Israeli startups and technologies. She brings over 30 years of experience in the hi-tech sector as a technology executive and CEO. She led two start-ups to acquisitions by major corporations (CA and Salesforce.com). Noga was the General Manager of Salesforce.com in Israel and held executive positions in Comverse, Sungard, CA and two start-ups - Oblicore and Navajo.
Shareholdings Interest: None
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships: Independent Director at Phinergy, publicly traded on the Tel-Aviv Stock Exchange
Conflict of Interest: None
Board's Comments: Ms. Perry has over 30 years of experience as a technology executive and she meets the criteria set by the Nominating Committee as a technology expert. The Board believes that her expertise and experience will contribute to the achievement of the Group's business objectives. Ms. Perry has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed her responses in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025
NOTICE OF ANNUAL GENERAL MEETING
APPENDIX 1 - NOMINEES FOR BOARD OF DIRECTORS
SIN Boon Ann (retiring Independent Director standing for re-election)
Age: 67
Country of Residence: Singapore
Nominated as: Independent Director
Last Reappointment: 2023
Title: Chairperson of the Nominating Committee and Member of the Audit and Remuneration Committees
Working Experience: Please refer to the Board of Directors section of the Annual Report
Shareholdings Interest: None
Family Relationship to any Director / Substantial Shareholder: None
Other Directorships:
(I) Present - Name of Company
- Therme Group Singapore Pte. Ltd.
- The Treadlines Group Ltd.
- Balkan Holdings Pte. Ltd.
- Healthway Medical Corp Limited
- The Farrer Park Company Limited
- W Capital Markets Pte. Ltd.
- TIH Limited
- At-Sunrice (Holdings) Pte. Ltd.
- EsseDigital Pte. Ltd. (fka Esseplore Pte. Ltd.)
- OUE Limited
- Tampines Central Community Foundation Limited
Position
Director
Independent and Non-Executive Director
Director/shareholder
Independent Non-Executive Chairman
Director
Director/Shareholder
Lead Independent Director
Director
Executive Chairman and Director/Shareholder
Deputy Chairman and Non-Executive Non-Independent Director
Director/Shareholder
- Denotes a publicly listed Company
(II) Past Directorships (last 5 years)
- CSE Global Limited
- Rex International Holding Limited
- Singapore Centre for Social Enterprise Ltd.
- HRnetGroup Limited*
- SE Hub Ltd.
Independent Director
Lead Independent Director
Director
Lead Independent Director
Director
- Denotes a publicly listed Company
Conflict of Interest: None
Board's Comments: Mr. Sin has been an Independent Director of the Group since 2020 and the Board believes his expertise and experience will continue to fill the need for a qualified Corporate Governance and Compliance expert as well as providing expertise on possible future raises of capital via equity or debt listings, mergers and acquisitions, etc., and to contribute to the achievement of the Group's business goals. Mr. Sin has executed the undertaking in the format set out in Appendix 7.7 under Rule 720(1) and has affirmed his responses in the negative to all the yes/no questions in Appendix 7.4.1 of the Listing Manual.
122 SARINE TECHNOLOGIES LTD. | ANNUAL REPORT 2025