SDAI LIMITED — AGM Information 2025

May 19, 2025

SDAI LIMITED

(Company Registration No. 201107179D) (Incorporated in the Republic of Singapore on 25 March 2011)

MINUTES OF ANNUAL GENERAL MEETING

PLACE : 6 Clementi Loop, #02-18 EAC Building, Singapore 129814 DATE : Tuesday, 22 April 2025 TIME : 10.00 a.m. (Singapore Time)

PRESENT : Board of Directors

Mdm Hao Dongting (Executive Chairperson) Mr James Beeland Rogers, Jr. (Non-Executive and Non-Independent Director) Mr Lam Kwong Fai (Lead Independent Director) Mr Tan Meng Shern (Independent Director) Mr Cheung Wai Man Raymond (Independent Director)

Sponsor

ZICO Capital Pte. Ltd.

Company Secretary

Ms Tan Swee Gek

Scrutineer

Agile 8 Advisory Pte. Ltd.

Polling Agent

In.Corp Corporate Services Pte. Ltd.

Shareholders and Proxies Participation

As per the attendance list maintained by the Company

In Attendance by Invitation

As per the attendance list maintained by the Company

CHAIRMAN OF MEETING: Mr Tan Meng Shern

INTRODUCTION

Mdm Hao Dongting, the Executive Chairperson of SDAI Limited (the “ Company ”) (the “ Chairperson ”) welcomed all shareholders to the Annual General Meeting (“ AGM ” or the “ Meeting ”) of the Company. The Chairperson requested Mr Tan Meng Shern (the “ Chairman ”) to conduct the Meeting.

The Chairman proceeded to introduce the members of the board of directors of the Company (the “ Board ” or “ Directors ”) to those present at the AGM.

The Chairman informed the shareholders of the Company (“ Shareholders ”) that he had been appointed as a proxy by some Shareholders who had directed him to vote for or against certain resolutions, and he had voted according to such Shareholders’ instructions.

In compliance with Rule 730A(2) of the Listing Manual Section B: Rule of Catalist (“ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”), all motions tabled at the Meeting would be voted on by way of a poll.

The Chairman also invited the Scrutineer to explain the procedure of the poll and completion of the voting papers.

QUORUM

Having confirmed with the Company Secretary that there was a quorum for the meeting, the Chairman called the Meeting to order at 10.00 a.m..

NOTICE OF THE MEETING

The Chairman informed the Shareholders that all pertinent information relating to the resolutions in the AGM had been set out in the Notice of the AGM dated 7 April 2025 (the “ Notice ”) which have been circulated to the Shareholders by publication via SGXNet. The Notice, having been in the Shareholders’ hands for the statutory period, was taken as read.

QUESTIONS BY SHAREHOLDERS

The Chairman informed the Shareholders that the Company had announced, via SGXNet, that Shareholders were invited to submit questions relating to the business of the AGM in advance, by 5.00 p.m. (Singapore Time) on 14 April 2025 (the “ Cut-Off Time ”). While the Company did not receive any questions from Shareholders as at the Cut-Off Time, the Company had, on 18 April 2025, published its responses to queries submitted by the Securities Investors Association (Singapore) on SGXNet. Questions received after the CutOff Time or during the AGM would be answered by the Chairman or the Directors during the designated question and answer session during the Meeting.

After the Chairman read out each of the proposed resolutions, the Chairman invited Shareholders to raise their questions (if any) to the Board. It was noted that no questions were raised by Shareholders present for any of the proposed resolutions.

ORDINARY BUSINESS

1. ORDINARY RESOLUTION 1: TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 TOGETHER WITH THE DIRECTORS’ STATEMENT AND THE AUDITOR’S REPORT THEREON

Ordinary Resolution 1 on the agenda was to receive and adopt the Audited Financial Statements of the Company for the financial year ended 31 December 2024 together with the Directors’ Statement and the Independent Auditor’s Report thereon.

The Chairman duly proposed Ordinary Resolution 1.

The following resolution was put to vote and passed by way of a poll (the detailed results of which are appended hereto):

“Resolved that the Audited Financial Statements of the Company for the financial year ended 31 December 2024 together with the Directors’ Statement and the Independent Auditor’s Report thereon be and are hereby approved and adopted.”

2. ORDINARY RESOLUTION 2: TO RE-ELECT MR LAM KWONG FAI AS A DIRECTOR OF THE COMPANY

Ordinary Resolution 2 on the agenda was to re-elect a Director retiring by rotation.

It was noted that Mr Lam Kwong Fai, the Lead Independent Director of the Company, retiring under Regulation 107 of the Company’s Constitution, had indicated his consent to continue in office. Mr Lam Kwong Fai, upon re-election as a Director, will remain as the Lead Independent Director of the Company, Chairman of the Audit Committee, as well as a member of the Remuneration Committee, the Nominating Committee and the Board Risk Committee of the Company. The Board considers Mr Lam Kwong Fai to be independent for the purpose of Rule 704(7) of the Catalist Rules.

The Chairman duly proposed Ordinary Resolution 2.

The following resolution was put to the meeting for vote and passed by way of a poll (detailed results of which are appended hereto):

“Resolved that Mr Lam Kwong Fai, the Lead Independent Director of the Company, who retires pursuant to Regulation 107 of the Company’s Constitution, be and is hereby reelected as a Director of the Company.”

3. ORDINARY RESOLUTION 3: TO RE-ELECT MR CHEUNG WAI MAN RAYMOND AS A DIRECTOR OF THE COMPANY

Ordinary Resolution 3 on the agenda was to re-elect a Director retiring by rotation.

It was noted that Mr Cheung Wai Man Raymond, an Independent Director of the Company, retiring under Regulation 107 of the Company’s Constitution, had indicated his consent to continue in office. Mr Cheung Wai Man Raymond, upon re-election as a Director, will remain as an Independent Director, Chairman of the Remuneration Committee and the Board Risk Committee, as well as a member of the Audit Committee

and the Nominating Committee. The Board considers Mr Cheung Wai Man Raymond to be independent for the purpose of Rule 704(7) of the Catalist Rules.

The Chairman duly proposed Ordinary Resolution 3.

The following resolution was put to the meeting for vote and passed by way of a poll (detailed results of which are appended hereto):

“Resolved that Mr Cheung Wai Man Raymond, an Independent Director of the Company, who retires pursuant to Regulation 107 of the Company’s Constitution, be and is hereby re-elected as a Director of the Company.”

4. ORDINARY RESOLUTION 4: TO APPROVE THE PAYMENT OF DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2025, PAYABLE QUARTERLY IN ARREARS

The Board of Directors had recommended the payment of a sum of S$250,000 as Directors’ fees for the financial year ending 31 December 2025, payable quarterly in arrears.

The Chairman duly proposed Ordinary Resolution 4.

The following resolution was put to the meeting for vote and passed by way of a poll (detailed results of which are appended hereto):

“Resolved that the payment of the Directors’ Fees of S$250,000 for the financial year ending 31 December 2025 payable quarterly in arrears be and is hereby approved.”

5. ORDINARY RESOLUTION 5: TO RE-APPOINT MESSRS FOO KON TAN LLP AS THE EXTERNAL AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

Ordinary Resolution 5 on the agenda was to re-appoint Messrs Foo Kon Tan LLP as the external auditors of the Company and to authorise the Directors to fix their remuneration.

The Chairman duly proposed Ordinary Resolution 5.

The following resolution was put to the meeting for vote and passed by way of a poll (detailed results of which are appended hereto):

“Resolved that Messrs Foo Kon Tan LLP, who have expressed their willingness to continue in office, be and are hereby re-appointed as external auditors of the Company at a fee to be agreed between the Directors and Messrs Foo Kon Tan LLP.”

SPECIAL BUSINESS:

6. ORDINARY RESOLUTION 6: TO AUTHORISE THE DIRECTORS TO ALLOT AND ISSUE SHARES AND CONVERTIBLE SECURITIES

Ordinary Resolution 6 on the agenda was transacted as an Ordinary Resolution and it was to seek the Shareholders’ approval for the Directors to be granted the authority to

allot and issue new shares pursuant to Section 161 of the Companies Act 1967 of Singapore and Rule 806 of the Catalist Rules, the details of which are set out in the text of the Ordinary Resolution in item 6 of the Notice.

The Chairman duly proposed Ordinary Resolution 6.

The following resolution was put to the meeting for vote and passed by way of a poll (detailed results of which are appended hereto):

“Resolved that pursuant to Section 161 of the Companies Act 1967 of Singapore (the “ Act ”) and Rule 806 of the Catalist Rules, the Directors be and are hereby authorised and empowered to:

• (a) (i) allot and issue shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or

• (ii) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may at their absolute discretion deem fit; and

• (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force,

provided that:

• (1) the aggregate number of Shares (including Shares to be issued in pursuance of the 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 existing 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);

• (2) (subject to such manner of calculation as may be prescribed by the SGX ST) for the purpose of determining the aggregate number of Shares that may be issued under subparagraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:

• (a) new Shares arising from the conversion or exercise of any convertible securities;

• (b) new Shares arising from exercising of 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

• (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;

• (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

• (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 the earlier.”

RESULTS OF THE POLL

The results of the poll on each of the resolutions put to vote at the AGM are set out as follows:

Resolution number and details	Resolution number and details	Total number of shares represented by votes for and against the relevant resolution	**FOR **	**FOR **	**AGAINST **	**AGAINST **
			Number of shares	As a percentage of total number of votes for and against the resolution (%)	Number of shares	As a percentage of total number of votes for and against the resolution (%)
Ordinary Business
1	To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2024 together with the Independent Auditor’s Report thereon	102,139,712	102,139,712	100.00	0	0.00
2	To re-elect Mr Lam Kwong Fai as a Director of the Company	102,399,612	102,399,612	100.00	0	0.00
3	To re-elect Mr Cheung Wai Man Raymond as a	102,399,612	102,399,612	100.00	0	0.00

	Director of the Company
4	To approve the payment of Directors’ fees of S$250,000 for the financial year ending 31 December 2025 to be paid quarterly in arrears	102,399,612	102,399,612	100.00	0	0.00
5	To re-appoint Messrs Foo Kon Tan LLP as the external auditors of the Company and to authorise the Directors of the Company to fix their remuneration	102,399,612	102,399,612	100.00	0	0.00
Special Business
6	To authorise the Directors to allot and issue shares and convertible securities	102,399,612	102,399,612	100.00	0	0

CONCLUSION

There being no other business to transact, the Chairman declared the AGM of the Company closed at 10.25 a.m. (Singapore Time).

CONFIRMED AS A CORRECT RECORD OF PROCEEDINGS

______ Mr Tan Meng Shern Chairman

This announcement has been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the " Sponsor ").

This announcement has not been examined or approved by the Singapore Exchange Securities Trading Limited (the " SGX-ST ") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms Yang Zhenni, ZICO Capital Pte. Ltd. at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896, telephone (65) 6636 4201.