THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Synagistics Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

SYNAGISTICS

SYNAGISTICS LIMITED

獅騰控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2562)

(Warrant Code: 2461)

(1) PROPOSED GRANTING OF GENERAL MANDATES

TO BUY BACK SHARES AND TO ISSUE NEW SHARES;

(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;

(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND

(4) PROPOSED GRANT OF RSUS UNDER THE SHARE AWARD SCHEME;

AND

NOTICE OF THE ANNUAL GENERAL MEETING

The notice convening an annual general meeting (the "AGM") of Synagistics Limited (the "Company") to be held at 38 Jalan Pemimpin, Unit 05-07, M38, Singapore 577178 at 9:30 a.m. on June 30, 2026 is set out on pages 32 to 37 of this circular.

A proxy form for the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

June 8, 2026

CONTENTS

Page

Definitions 1

Letter from the Board 5

Introduction 5
General Mandate to Issue New Shares and Extension of Issue Mandate 6
General Mandate to Buy Back Shares 6
Proposed Re-Election of the Retiring Directors 7
Proposed Re-Appointment of Auditor 8
Proposed Grant of RSUs 9
Closure of Register of Members 22
Notice of Annual General Meeting 22
Form of Proxy 22
Voting by Poll. 22
Responsibility Statement 23
Recommendation 23

Appendix I — Explanatory Statement on the Buyback Mandate 24

Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting 28

Notice of the Annual General Meeting 32

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting" or "AGM"
an annual general meeting of the Company to be held at 38 Jalan Pemimpin, Unit 05-07, M38, Singapore 577178 at 9:30 a.m. on June 30, 2026, or any adjournment thereof, the notice of which is set out on pages 32 to 37 of this circular

"Articles"
the articles of association of the Company that is currently in force

"Awards"
an award granted under the Share Award Scheme in the form of Options or RSUs or any combination of Options and RSUs

"Board"
the board of Directors

"Buyback Mandate"
a general mandate proposed to be granted to the Directors to buy back Shares not exceeding 10% of the number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"Chairperson"
shall mean the Chairperson presiding at any meeting of members

"Company"
Synagistics Limited, a company incorporated in the Cayman Islands with limited liability, whose issued shares and warrants are listed on the main board of the Stock Exchange (stock code: 2562; warrant code: 2461)

"Director(s)"
the director(s) of the Company, from time to time

"Employee Participants"
an employee or director (including executive and non-executive directors) of the Group

DEFINITIONS

"Extension of Issue Mandate"
a general mandate proposed to be granted to the Directors to extend the Issue Mandate by adding those shares that may be bought back under Buyback Mandate in the manner as set out in the notice of Annual General Meeting

"Grant"
the grant of an Award made to a participant in accordance with the terms of the Share Award Scheme

"Grantee"
any Participant who accepts a Grant in accordance with the terms of the Share Award Scheme or, where the context so permits, any person entitled to any such Award in consequence of the death of the original Grantee or the legal personal representative of such person

"Group"
the Company together with its subsidiaries from time to time; "member of the Company" means any or a specific one of them, and "Group Company" shall be construed accordingly

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong

"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate"
a general mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with new Shares (including any sale or transfer of Shares out of treasury that are held as treasury Shares) not exceeding 20% of the number of the issued Shares of the Company (excluding any treasury Shares) as at the date of passing the relevant resolution

"Latest Practicable Date"
June 4, 2026, being the latest practicable date for the purpose of ascertaining certain information contained in this circular

DEFINITIONS

“Listing Date”	October 30, 2024, the date on which the Shares are listed and dealings in the Shares are first permitted to take place on the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange
“Nomination Committee”	the nomination committee of the Company
“Proposed Grant of RSUs”	the proposed grant of 3,840,000 RSUs to Ms. Tai pursuant to the Share Award Scheme
“Remuneration Committee”	the remuneration committee of the Company
“RSU”	a restricted share unit, being a contingent right to receive Shares pursuant to the Share Award Scheme
“S$”	Singapore dollar, the lawful currency of Singapore
“Scheme Mandate Limit”	the maximum number of Shares which may be allotted and issued under the Share Award Scheme and other share schemes of the Company, which initially shall not in aggregate exceed 10% of the Shares in issue as at October 30, 2024
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Share(s)”	ordinary share(s) in the share capital of our Company, currently with a par value of HK$0.0001 each
“Share Award Scheme”	the share award scheme, under which both RSUs and Options may be granted, of the Company, adopted on October 30, 2024
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

DEFINITIONS
“Synagie”	Synagistics Pte. Ltd., a private company limited by shares incorporated in Singapore with limited liability on July 28, 2020, a wholly-owned subsidiary of the Company
“Takeovers Code”	the Code on Takeovers and Mergers issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time
“treasury Shares”	has the meaning ascribed to it under the Listing Rules
“U.S.” or “United States”	the United States of America, its territories and possessions and all areas subject to its jurisdiction
“US$”	U.S. dollars, the lawful currency of the United States of America
“%”	per cent

LETTER FROM THE BOARD

SYNAGISTICS

SYNAGISTICS LIMITED

獅騰控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2562)

(Warrant Code: 2461)

Executive Directors:

Mr. Lee Shieh-Peen Clement

Ms. Tai Ho Yan Olive

Independent Non-executive Directors:

Mr. Selva Bryan Ratnam

Mr. Andrew Chow Heng Cheong

Mr. Siek Wei Ting

Registered office:

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Principal place of business

in Hong Kong:

46/F, Hopewell Centre

183 Queen's Road East

Wan Chai

Hong Kong

June 8, 2026

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES

TO BUY BACK SHARES AND TO ISSUE NEW SHARES;

(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;

(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND

(4) PROPOSED GRANT OF RSUS UNDER THE SHARE AWARD SCHEME;

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of Annual General Meeting and information in relation to, among others, the following resolutions to be proposed at the Annual General Meeting: (i) the granting to the Directors of the Issue Mandate, the Buyback Mandate and the Extension of Issue Mandate, (ii) the re-election of the retiring Directors, (iii) the re-appointment of auditor; and (iv) the Proposed Grant of RSUs.

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE NEW SHARES AND EXTENSION OF ISSUE MANDATE

In order to provide for greater flexibility for the Company to allot, issue or otherwise deal with new Shares (including any sale or transfer of treasury Shares), an ordinary resolution numbered 4(A) will be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate to exercise the powers of the Company to allot, issue or otherwise deal with new Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the number of the issued Shares (excluding any treasury Shares) as at the date of the passing of the relevant resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 459,891,323 Shares with a par value of HK$0.0001 each and the Company did not hold any treasury Shares. Subject to the passing of the ordinary resolution numbered 4(A) granting the Issue Mandate and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to allot, issue or otherwise deal with (including any sale or transfer out of the treasury) a maximum of 91,978,264 Shares pursuant to the Issue Mandate.

In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares bought back by the Company under the Buyback Mandate proposed to be granted pursuant to the ordinary resolution numbered 4(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution numbered 4(A).

As at the Latest Practicable Date, the Company does not have any concrete plan to issue new Shares (including to sell or transfer any treasury shares out of treasury) under the Issue Mandate and will exercise the power to issue new Shares where the issuance is in the best interests of the Company and the Shareholders as a whole after considering the market conditions.

3. GENERAL MANDATE TO BUY BACK SHARES

In addition, an ordinary resolution numbered 4(B) will be proposed at the Annual General Meeting to approve the Buyback Mandate to the Directors to exercise the powers of the Company to buy back Shares (whether held in treasury or cancelled) representing up to 10% of the number of the issued Shares (excluding any treasury Shares) as at the date of the passing of the relevant resolution in relation to the Buyback Mandate. Subject to the passing of the ordinary resolution numbered 4(B) granting the Buyback Mandate and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to buy back a maximum of 45,989,132 Shares pursuant to the Buyback Mandate.

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has no present intention to buy back any Shares under the Buyback Mandate and would only exercise the power to buy back Shares in circumstances where the buyback would be in the best interests of the Company and the Shareholders as a whole.

An explanatory statement required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 26.4 of the Articles, at every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director required to stand for re-election pursuant to Article 26.3 shall not be taken into account in determining the number of Directors and which Directors are to retire by rotation. A retiring Director shall retain office until the close of the meeting at which such Director retires and shall be eligible for re-election at such meeting.

Accordingly, Ms. Tai Ho Yan Olive (“Ms. Tai”) and Mr. Andrew Chow Heng Cheong (“Mr. Chow”) will retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

Pursuant to Article 26.3 of the Articles, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. Any Director so appointed shall hold office only until the first annual general meeting of the Company after such Director’s appointment and shall then be eligible for re-election at that meeting. No Director shall be required to retire under Article 26.3.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the Company’s nomination policy, the Company’s board diversity policy and the Company’s corporate strategy. The Nomination Committee has recommended to the Board on re-election of all the above-mentioned Directors.

LETTER FROM THE BOARD

On the re-election of Ms. Tai and Mr. Chow the Nomination Committee considered, and the Board shared the same views, that at all times during their period of directorship with the Company, they have properly discharged their duties and responsibilities, and their professional knowledge and general business acumen will continue to generate significant contribution to the Board, the Company and the Shareholders as a whole.

In this regard, the Board is satisfied that Ms. Tai and Mr. Chow are persons of integrity and believes that their re-election and continued appointment will allow the Board as well as the Company to continuously benefit from the sharing of their invaluable experience, contribution and participation.

In addition, Mr. Chow has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. During his appointment, he has demonstrated his ability to provide an independent view to the Company's matters. The Nomination Committee and the Board are of the view that he is able to continue to fulfil his role as independent non-executive Director and therefore propose to the Shareholders for his re-election at the Annual General Meeting.

Details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

5. PROPOSED RE-APPOINTMENT OF AUDITOR

The consolidated financial statements of the Group for the year ended 31 December 2025 were audited by Messrs. Deloitte Touche Tohmatsu whose term of office will expire upon the Annual General Meeting.

The Board proposes to re-appoint Messrs. Deloitte Touche Tohmatsu as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix the remuneration of the auditor.

The audit committee of the Company has recommended to the Board (which in turn endorsed the view) that, subject to the Shareholders' approval at the coming Annual General Meeting, Messrs. Deloitte Touche Tohmatsu be re-appointed as the auditor of the Company.

The estimated audit fee payable to Messrs. Deloitte Touche Tohmatsu for the audit of the consolidated financial statements of the Company and its subsidiaries for the financial year ending 31 December 2026 is expected to be approximately SGD650,000 (exclusive of out-of-pocket expenses).

LETTER FROM THE BOARD

The estimated audit fee has been determined after due consideration and arm's length negotiations between the Company and Messrs. Deloitte Touche Tohmatsu, taking into account, among other things, the size, nature and complexity of the Group's business operations (covering multiple jurisdictions including Hong Kong and various cities in Southeast Asia), the expected scope of the audit (including group-level audit and subsidiary-level audit and covering the consolidated financial statements prepared in accordance with Hong Kong Financial Reporting Standards), the audit timetable, and the level and mix of professional staff to be deployed in various jurisdictions. The estimated audit fee also assumes that there will be no material change in the Group's operations, accounting policies or regulatory environment during the financial year, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit.

6. PROPOSED GRANT OF RSUS

Reference is made to the announcement of the Company dated April 30, 2026 in relation to, among others, the Proposed Grant of RSUs to Ms. Tai.

Terms of the RSUs granted

Details of the Proposed Grant of RSUs to Ms. Tai are set out below:

Date of grant: April 30, 2026

Grantee: Ms. Tai

Number of RSUs granted: A total of 3,840,000 RSUs to be granted to Ms. Tai as follows:

Name of grantee	Position	Number of RSUs to be granted	Approximate percentage of total issued Shares^{(Note)}
Ms. Tai	Executive Director and the Chief Executive Officer of the Group	3,840,000	0.83%

Note: Based on the total number of 459,891,323 Shares in issue as at the Latest Practicable Date.

LETTER FROM THE BOARD

Purchase price of the RSUs granted:
Nil

Closing price of the Shares on the date of grant:
HK$2.730

Vesting period of the RSUs:
The RSUs shall vest in two tranches as follows:

% of RSUs granted	Date of vesting
50%	June 30, 2026, being the date of the AGM
50%	June 30, 2027, being the date falling on the first anniversary of the date of the AGM

Vesting conditions:
Vesting of the RSUs is subject to the following conditions:

The relevant grantee remains eligible under the Share Award Scheme and as deemed by the Board.
The relevant grantee complies with all of his/her contractual obligations with the Company (including employment contract), as well as all of the Company's internal policies, and the relevant grantee has not breached any laws or regulations.
The relevant grantee has not resigned or otherwise terminated his/her employment with the Company.
The relevant grantee has not engaged in any other actions that violate the Company's regulations or damage the Company's interests as determined by the Board.

Clawback mechanism:
If circumstances occur which, in the reasonable opinion of the Board, justify a reduction to the RSUs, the Board may in its discretion at any time before the RSUs are vested determine that the number of Shares in respect of which the RSUs are granted shall be reduced to such number (including to nil) as the Board considers appropriate in the circumstances.

10 -

LETTER FROM THE BOARD

If circumstances occur which, in the reasonable opinion of the Board, justify a reduction in respect of the Shares that have already been exercised and transferred then the Board may in its discretion determine (acting fairly and reasonably) that the grantee should repay to the Company (whether by redemption or repurchase of relevant Shares, payment of cash proceeds or deductions from or set offs against any amounts owed to the grantee by the relevant member of the Group) an amount equal to the benefit, calculated on an after-tax basis, that the grantee received, provided that the Board may, at its discretion, determine that a lesser amount should be repaid.

The circumstances in which the Board may consider that it is appropriate to exercise its discretion, may, without limitation, include the following:

(i) a material misstatement or restatement in the audited financial accounts of any member of the Group (other than as a result of a change in accounting practice);

(ii) the negligence, fraud or serious misconduct of a grantee which results in or is reasonably likely to result in (a) significant reputational damage to any member of the Group (or to a relevant business unit of any member of the Group); (b) a material adverse effect on the financial position of any member of the Group (or to a relevant business unit of any member of the Group); or (c) a material adverse effect on the business opportunities and prospects for sustained performance or profitability of any member of the Group (or to a relevant business unit of any member of the Group); or

(iii) the grantee being employed or engaged by any member of the Group (or the relevant unit of any member of the Group) that suffers (a) significant reputational damage; (b) a material adverse effect on its financial position; or (c) a material adverse effect on its business opportunities and prospects for sustained performance or profitability.

11 -

LETTER FROM THE BOARD

Performance targets:

There are no performance targets attached to the RSUs granted to the grantees.

In determining the grant of RSUs, the Board and the Remuneration Committee have considered the roles and relationships of the grantees within the Group. The purpose of the Share Award Scheme is to, among other things, attract skilled and experienced personnel, to incentivise them to remain with or to continue to provide their services to the Group and to motivate them to strive for and to contribute to the future development and expansion of the Group by providing them with the opportunity to acquire Shares in the Company and therefore aligning their interests with the Group. The value of the RSUs is linked to the future price of the Shares, motivating grantees to contribute to the Company's development. Additionally, the vesting period is structured to foster long-term commitment to the Group. The Proposed Grant of RSUs to Ms. Tai constitutes a part of her remuneration package which was determined by the Remuneration Committee after taking into account her past performance and contributions to the Group. The Remuneration Committee conducted a review of Ms. Tai's past performance, leadership stability, and contributions to the Group's operational growth in the past. In view of the above, the Board and the Remuneration Committee considered that the grant of RSUs aligned with the purpose of the Share Award Scheme, serving as a tool to motivate Ms. Tai and allow her to benefit from the improvement of the share performance of the Company. Accordingly, no additional performance target was imposed. The Board and the Remuneration Committee considered that the Proposed Grant of RSUs without performance target is fair and reasonable and in the interest of the Company and its shareholders as a whole.

Financial assistance arrangements:

Nil

12 -

LETTER FROM THE BOARD

The RSUs

Pursuant to the terms of the Share Award Scheme, the Board may, in its absolute discretion, determine whether all or any of the Shares underlying any Award granted or to be granted under the Share Award Scheme shall be satisfied upon vesting by the allotment and issue or transfer of Shares or by a cash payment. Any such determination may be made on a case-by-case basis or generally at any time prior to the vesting date of the Award in question, and the Board shall notify the relevant Grantees of such determination.

A Grantee shall have no rights in respect of any Shares underlying the Awards granted until such Shares have been allotted and issued or transferred to the Grantee, including but not limited to voting rights and any right to dividends or distributions in respect of such Shares subject to an Award. Subject to the foregoing, the Shares to be allotted and issued or transferred upon the vesting or exercise of the Awards shall be subject to all the provisions of the memorandum and articles of association of the Company for the time being in force and shall rank pari passu in all respects with, and shall have the same voting, dividend, transfer and other rights (including those rights arising on the liquidation or winding-up of the Company) as, the existing fully paid Shares in issue on the date on which those Shares are allotted and issued or transferred pursuant to the vesting or exercise of the Awards and, without prejudice to the generality of the foregoing, shall entitle the holders to participate in all dividends or other distributions paid or made on or after the date on which Shares are allotted and issued, or transferred, other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the date on which the Shares are allotted and issued or transferred.

The number of Shares under the Proposed Grant of RSUs to Ms. Tai, being 3,840,000 Shares in aggregate, represent approximately $0.83\%$ of the total issued Shares of the Company as at the Latest Practicable Date.

The Scheme Mandate Limit, being the total number of new Shares which may be allotted and issued under the Share Award Scheme and other share schemes of the Company, is originally 43,415,650 Shares and, prior to the Proposed Grant of RSUs, 30,058,065 Shares, representing $9.44\%$ and $6.54\%$ of the Shares in issue (excluding treasury shares) as at the Latest Practicable Date.

Assuming that all the abovementioned Awards to Ms. Tai will be satisfied by the allotment and issue of Shares, the Scheme Mandate Limit will be utilised as to 3,840,000 Shares, and the number of Shares available for future grant under the Share Award Scheme under the current Scheme Mandate Limit will be 26,218,065 Shares. The number of Shares available for future grant to service providers under the service provider sublimit (within the scheme mandate limit) remains 17,366,260.

LETTER FROM THE BOARD

Reasons for the Proposed Grant of RSUs

The Company is a Singapore-based big data, AI & digital solutions company listed on the Main Board of the Hong Kong Stock Exchange, recognised for completing the first-ever de-SPAC transaction in Hong Kong. Synagistics benefits from strong industry backing, enabling it to drive innovation and expand its influence in Asia's rapidly evolving digital ecosystem. Synagistics is recognised as one of the top digital solutions provider in Southeast Asia and has provided its data-driven digital commerce platform Synagie to over 600 enterprises and renowned brands in the Southeast Asian market. Synagistics is also one of the few digital platform companies in Asia to achieve carbon neutrality and ISO/IEC 27001:2022 certification. With the launch of Geene in early March 2025, Synagistics has firmly established itself as a frontrunner in the rapidly evolving field of artificial intelligence, solidifying its position as a key leader in the global AI ecosystem and accelerating enterprise AI adoption and innovation. Synagistics continues to expand its footprint across multiple markets including the Greater China region while championing environmental responsibility and AI transformation.

The purpose of the Proposed Grant of RSUs to Ms. Tai is (i) serve as a recognition and appreciation of Ms. Tai's dedication, significant efforts and contribution to the Group, who has played a crucial role in leading the Group to achieve corporate goals and development for the year ended December 31, 2025, and (ii) to incentivize Ms. Tai to take on greater responsibilities such as strengthening its digital commerce ecosystem through technology innovation, strategic partnerships, M&A opportunities and disciplined operational execution following the retirement of the Chairman in the third quarter of 2026 and to motivate her to strive for and to contribute to the continued development and growth of the Group by providing her with the opportunity to acquire further Shares in the Company and therefore aligning her interests with the Group.

To serve this purpose, the RSUs shall vest in equal instalments, initially on the date of the AGM, and subsequently on June 30, 2027, being the date falling on the first anniversary of the date of AGM, provided that the vesting conditions remain satisfied. The immediate vesting of the first portion of the RSUs recognizes the historical contributions of Ms. Tai to the Group, while the second portion of the RSUs serves to motivate and incentivize Ms. Tai to drive the Group's strategic expansion and enhance long-term shareholder value.

The RSUs granted have a mixed vesting schedule where the vesting period for a portion of the RSUs granted to Ms. Tai is shorter than 12 months and the RSUs vest evenly over a period of one year. Such arrangement is specifically permitted by the terms of the Share Award Scheme and Rule 17.03F of the Listing Rules. 50% of the RSUs vested is for Ms. Tai's past performance and her contribution to the Group for the year ended December 31, 2025 while the remaining 50% to be vested 1 year later is for the greater roles and responsibilities to be undertaken in the next year and to motivate her to continue growing the Company.

14 -

LETTER FROM THE BOARD

The Remuneration Committee and the Board are of the view that the vesting arrangement (including a vesting period of less than 12 months for part of the RSUs granted) is appropriate considering that the Proposed Grant of RSUs to Ms. Tai can serve as a recognition of the her past contribution to the Group, and can also motivate and incentivize her to continuously contribute to the operation, development and strategic growth of the Group. The vesting period of less than 12 months serves to give an immediate incentivizing effect to Ms. Tai which would be a more attractive motivation for her to continue to serve her roles and contribute to the Group's business. The Remuneration Committee and the Board are of the view that the Proposed Grant of RSUs to Ms. Tai with the vesting arrangement as designed aligns with the purpose of the Share Award Scheme, is fair and reasonable and in the interest of the Company and its shareholders as a whole.

Details of the positions, length of services, contributions and responsibilities of Ms. Tai have been set out below:

Ms. Tai is an executive Director and chief executive officer of the Group. She is responsible for the operations of the Group's e-commerce and e-logistics segments of the Group which involves overseeing sales, marketing, supply chain, brand, channel and customer relationships.

Ms. Tai is a dedicated and long-serving employee, having co-founded the Group together with Mr. Clement Lee in November 2014. Since December 2014, she has served in various leadership positions such as CEO, managing director where she is responsible for managing and leading the Group's ecommerce initiatives and operations to drive sales, marketing, business development, supply chain and logistics.

Ms. Tai has been instrumental in the growth and transformation of the Group into a multi-regional digital solutions provider in Southeast Asia. Under her leadership and contribution, the Group has established a unique scalable business model that can flexibly adapt to the evolving landscape of technology and gives it an advantage in its data analytics capabilities. Further, in 2025, the Group achieved meaningful improvement in its financial performance despite lower revenue during the year. Loss for the year narrowed substantially from SGD269.8 million to SGD51.5 million, primarily driven by the Group's continued efforts in cost optimization and operational efficiency. Adjusted EBITDA remained broadly stable at a loss of SGD3.8 million in 2025, reflecting improved cost discipline. Details of the financial results of the Group for the year ended December 31, 2025 are set out in the annual results announcement of the Company dated March 31, 2026 and the annual report of the Company published on April 30, 2026.

During the year ended December 31, 2025, Ms. Tai has led and supported the Group in accomplishing various business achievements including the following:

LETTER FROM THE BOARD

a) In September 2025, the Company launched Geene M2, a Ground Breaking Multi-model AI Engine with Multi-response Comparison and Intelligent Answer Fusion to Drive the Next Wave of Digital Commerce & Digital Finance;

b) In July 2025, the Company launched Synagistics Launches Digital Finance Group to Pioneer Asia’s Interoperable Multi-currency Stablecoins and Real-world Asset Tokenization Solutions Ecosystem;

c) In July 2025, the Company and China Post Hong Kong Joined Forces to Expand AI-Driven Digital Commerce Platform & Trade Ecosystem Connecting China with Southeast Asia;

d) In May 2025, the Company entered into a strategic partnership with Jiangsu Soho Ecommerce Co. Ltd, a key Belt and Road Initiative (BRI) trade facilitator, forging landmark AI-powered digital trade corridor linking China, Central Asia and Southeast Asia;

e) In May 2025, the Company and BytePlus Pte. Ltd. formed a strategic partnership to accelerate AI adoption across Asia-Pacific enterprises;

f) In March 2025, the Company teamed up with Hong Kong Telecommunications (HKT) Limited (“HKT”) to unveil “ShopHK”, designed to enable Hong Kong’s small and medium-sized enterprises (“SMEs”) and larger enterprises to effectively penetrate and compete in the burgeoning Southeast Asian digital commerce market;

g) In March 2025, the Company launched Geene TurboGT, a revolutionary upgrade to its cutting-edge AI platform Geene, which integrates Artificial Intelligence (AI), Blockchain, and Big Data;

h) In March 2025, the Company launched ‘Geene’, a Revolutionary AI Platform combining DeepSeek & other leading AI models on Blockchain; and

i) In February 2025, the Company launched a Reality TV Show to grow Live Commerce Market.

Looking ahead, Ms. Tai will continue to contribute to the Group to reinforce it as one of the top digital solutions provider in Southeast Asia as well as to expand its footprint across multiple markets including the Greater China region while championing environmental responsibility and AI transformation and creating new opportunities for customers, partners, and investors to engage with the Group’s innovative digital solutions and AI-driven transformation. To strengthen its

LETTER FROM THE BOARD

technological capabilities and global presence, Ms. Tai will continue to lead the Group to invest in strategic acquisitions and joint ventures that deliver immediate synergies so as to enhance the Group's ability to deliver comprehensive, Agentic AI solutions tailored to the needs of Asian enterprises and businesses.

In respect of the Proposed Grant of RSUs to Ms. Tai, the Board (including the independent non-executive Directors, but excluding Ms. Tai, who abstained from voting in respect of the grant of RSUs to herself) and the Remuneration Committee have also considered the following factors:

(i) her individual performance;

(ii) time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard;

(iii) her length of employment or engagement with the Group;

(iv) the Group's remuneration policy and remuneration structure; and

(v) the current remuneration package of Ms. Tai.

The Group's remuneration policy states that the Group's employees may receive compensation in the form of salaries, bonuses, employees' provident fund, share-based payment, and social security contributions and other welfare payments, which are determined by their responsibilities, qualifications, positions and seniority. In accordance with applicable laws and regulations, the Group makes contributions to social security insurance funds (including pension plans, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance) and housing funds for the Group's employees.

The Proposed Grant of RSUs to Ms. Tai is consistent with the Company's remuneration policy whereby the Board may grant awards in the form of restricted share units and options to employees or directors of the Group and service providers of the Group under the Share Award Scheme.

In determining the number of RSUs granted to Ms. Tai, the Board and the Remuneration Committee considered different factors such as the total remuneration package (which includes the salary and bonus as well as number of RSUs) received by Ms. Tai for the previous year as the baseline and the current market practice and industry standards regarding the incentive package provided by comparable companies to their directors, and adjusted her remuneration package based on her time dedicated to the Group, duties, responsibilities, achievements and contributions. The Group also considered the total renumeration specifically base salary, shares and equity component

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LETTER FROM THE BOARD

of C-level executives and executive directors of comparable small-mid cap companies listed on the Stock Exchange and the Company's share price including the historical performance, current market price and volatility in determining the number of RSUs to be granted.

In this regard, for the year ended December 31, 2025, the total remuneration received by Ms. Tai amounted to SGD5,084,000. Ms. Tai oversees the day to day operations including sales, marketing, supply chain, brand, channel and customer relationships.

Since the Company's October 2024 listing and during the year ended December 31, 2025, the Group has gained significant capital market access, mergers and acquisitions opportunities and organic business growth potential. At the same time, the Company's listing necessitates greater resource allocation by the Group to regulatory compliance. In this regard, Ms. Tai's duties and responsibilities has been expanded. The number of RSUs granted to Ms. Tai reflects the value and benefits to the Group considering her remuneration package in 2025, her contributions to the Group as well as her roles and responsibilities as expanded after the Company's listing.

While reference has been made to the remuneration structures of other companies in similar industry as the Company, in particular those listed on the Stock Exchange, it was noted by the Board and the Remuneration Committee that there are inherent comparability limitations with peers due to variances in business scale and model, geographical location, roles and responsibilities taken up by the relevant personnel, the stage of operations or development of each company. Nevertheless, it was noted by the Board and the Remuneration Committee that granting equity awards comparable in magnitude to the level of the Proposed Grant of RSUs to Ms. Tai for remuneration and/or incentivization purposes is an established market practice. The Board and Remuneration Committee are of the view that the remuneration structure and package of Ms. Tai (taking into account the RSUs to be granted) are fair and reasonable and are aligned with the Group's objectives and market standards.

The Remuneration Committee has considered the Proposed Grant of RSUs to Ms. Tai (including but not limited to the final number of RSUs granted, the vesting schedule and the Awards granted without performance targets), and is of the view that the terms and conditions of such grant will provide a market competitive remuneration package to Ms. Tai, is appropriate and align with the purposes of the Share Award Scheme, in order to recognize and reward the contributions made by Ms. Tai, to the growth and development of the Group and can incentivize and retain her talent for the continuous operations, development and long-term growth of the Group. The Remuneration Committee is of the view that performance target is not necessary as the Proposed Grant of RSUs to Ms. Tai (i) aligns the interests of Ms. Tai with those of the Company and the Shareholders; (ii) recognizes and rewards Ms. Tai for her past contributions to the Company; (iii) motivates Ms. Tai to commit herself to the continuous operation, development and long-term growth of the Group; and (iv) reinforces her commitment to the long-term services

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within the Group, which is therefore consistent with the purposes of the Share Award Scheme, after taking into account the following factors: (a) the Proposed Grant of RSUs to Ms. Tai forms part of her remuneration; (b) the value of the RSUs is linked to the future Share price which is in turn linked to the operational and financial performance of the Group; (c) Ms. Tai has direct contributions to and are responsible for the operation, growth and corporate governance of the Group and are in charge of the management of the Group; (d) the number of RSUs granted to Ms. Tai has been determined based on her ability and historical contributions and performance, the role within the Group and the future potential contributions to the Group; and (e) the potential dilution impact to the shareholding interests of the Shareholders will be low, being less than 1%.

The Board and the Remuneration Committee have considered alternative methods to remunerate and incentivize Ms. Tai, such as cash bonuses and salary increments, but considered that the Proposed Grant of RSUs to Ms. Tai best aligns her interests with the strategic goals of the Group. Cash-based incentives are inherently short-term and do not create sustainable alignment between her interests and those of the Company and its Shareholders. They also lack a demonstrable link to long-term value creation for Shareholders. On the other hand, the grant of RSUs achieves both remuneration and incentivization purposes through a two-tranche vesting arrangement, functions as a deferred bonus mechanism driving sustained commitment, and aligns her interests with the interests of the Shareholders, ensuring a stronger connection between the Company's future share price performance and her compensation. Therefore, the Board and the Remuneration Committee believes that granting RSUs to Ms. Tai is the most effective way to incentivize her while fostering alignment with the Company's strategic objectives and Shareholders' value creation.

In light of the above, the Board (including the independent non-executive Directors, but excluding Ms. Tai, who abstained from voting in respect of the grant of RSUs to herself) and the Remuneration Committee consider that the number of RSUs and the terms and conditions of the RSUs are fair and reasonable, and are aligned with the purpose of the Share Award Scheme and the long term interests of the Company and the Shareholders as a whole.

Directors' interests

Ms. Tai abstained from voting on the relevant Board resolutions in respect of the grant of RSUs to herself.

Save as disclosed, none of the other Directors had any interest in the Proposed Grant of RSUs to Ms. Tai and no other Directors abstained from voting on the relevant Board resolutions in respect of the Proposed Grant of RSUs to Ms. Tai.

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LETTER FROM THE BOARD

Listing Rules Implications

Pursuant to Rule 17.04(1) of the Listing Rules, any grant of Awarded Shares to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, under the Share Award Scheme must be approved by the independent non-executive Directors (excluding the independent non-executive Director who is the grantee of the Awards (if any)). The Proposed Grant of RSUs to Ms. Tai had been approved by all the independent non-executive Directors.

Pursuant to Rules 17.04(2) and 17.04(4) of the Listing Rules, where any grant of awards (excluding grant of options) to a Director (other than an independent non-executive director) or chief executive of the Company, or any of their associates, would result in the Shares issued and to be issued in respect of all awards granted (excluding any awards lapsed in accordance with the terms of the scheme) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the relevant class of Shares in issue (excluding treasury shares), such further grant of awards must be approved by independent Shareholders in general meeting whereby such grantee and his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting.

Pursuant to Rule 17.03D(1) of the Listing Rules, where any grant of options or awards to a participant would result in the Shares issued and to be issued in respect of all options and awards granted to such person (excluding any options and awards lapsed in accordance with the terms of the scheme) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the relevant class of shares of the Company (excluding treasury shares) (the "1% individual limit"), such grant must be separately approved by shareholders of the Company in general meeting with such participant and his/her close associates (or associates if the participant is a connected person) abstaining from voting. The Company must send a circular to the shareholders.

Ms. Tai is an executive Director and the chief executive officer of the Company. As the number of Shares in respect of which RSUs have been granted to, Ms. Tai (representing approximately 1.23% of the total issued Shares) would, in a 12-month period up to and including the date of such grant, represent over 0.1% of the Shares in issue, the Proposed Grant of RSUs to Ms. Tai is subject to the approval by the independent Shareholders, where each Grantee, his or her associates and all core connected persons of the Company shall abstain from voting in favour on the relevant resolutions at the AGM.

LETTER FROM THE BOARD

In addition, the Proposed Grant of RSUs to Ms. Tai would also result in the Shares issued and to be issued in respect of all options and awards granted to Ms. Tai in the 12-month period up to and including the date of grant representing in aggregate over 1% of the Shares in issue, the Proposed Grant of RSUs to Ms. Tai is also required to be approved by the Shareholders in accordance with Rule 17.03D(1) of the Listing Rules.

As at the Latest Practicable Date, no such person has indicated its intention to vote against the relevant resolution(s) at the AGM.

To the Directors' best knowledge and belief, as at the Latest Practicable Date, the following Shareholders are required to abstain from voting in favour of the relevant resolution(s) relating to the Proposed Grant of RSUs to Ms. Tai at the AGM:

Name	Identity	Number of Shares held	Approximate percentage of total issued Shares (Note 1)
Mr. Lee Shieh-Peen Clement	Director of the Company	17,508,000 (Note 2)	3.81%
Ms. Tai Ho Yan, Olive	Director of the Company	482	0.0001%

Note 1: Based on the issued Shares of 459,891,323 Shares as at the Latest Practicable Date.
Note 2: Metadrome Ltd directly holds 17,508,000 Shares, which is wholly owned by Mr. Lee Shieh-Peen Clement. Metadrome Ltd is wholly owned by D.A.T. Associates Limited as nominee for Mr. Lee Shieh-Peen Clement pursuant to a declaration of trust. Under the SFO, Mr. Clement Lee is deemed to be interested in the Shares in which Metadrome Ltd and D.A.T. Associates Limited are interested.

As at the Latest Practicable Date, none of the above Shareholder who is required to abstain from voting in favour of the resolution approving the Proposed Grant of RSUs to Ms. Tai has given the Company notice of their intention to vote against the relevant resolutions relating to the Proposed Grant of RSUs to Ms. Tai at the AGM.

Save as disclosed above, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no other Shareholder is required to abstain from voting on the relevant resolutions relating to the Proposed Grant of RSUs to Ms. Tai at the AGM.

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LETTER FROM THE BOARD

7. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the record date will be Tuesday, June 30, 2026 and the transfer books and register of members of the Company will be closed from Thursday, June 25, 2026 to Tuesday, June 30, 2026, both days inclusive. During the above period, no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Wednesday, June 24, 2026.

8. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 33 to 38 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve (i) the granting to the Directors of the Issue Mandate, the Buyback Mandate and the Extension of Issue Mandate, (ii) the re-election of the retiring Directors, (iii) the re-appointment of auditor, and (iv) the Proposed Grant of RSUs.

9. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://synagistics.com/), respectively. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and in such event the form of proxy shall be deemed to be revoked.

10. VOTING BY POLL

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll save that the Chairperson may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands. The Chairperson of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting by way of poll. On a poll, every

LETTER FROM THE BOARD

Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way. For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings. Save as disclosed elsewhere in this circular, to the best of Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the Annual General Meeting.

An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

11. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

12. RECOMMENDATION

The Directors consider that the proposed resolutions are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions, to be proposed at the Annual General Meeting.

By order of the Board

SYNAGISTICS LIMITED

LEE Shieh-Peen Clement

Chairman of the Board

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders.

When exercising the Buyback Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury Shares. Shares bought back for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning per Share. On the other hand, Shares bought back and held by the Company as treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles, and the laws of the Cayman Islands. If the Company should hold the Shares bought back as treasury Shares, upon completion of the Shares buy-back, it will withdraw them from CCASS and register the Shares bought back in the Company's register of members in its own name as treasury Shares. The Company will re-deposit its treasury Shares into CCASS only if it has an imminent plan to resell them on the Stock Exchange, and it will complete the resale as soon as possible. The Company will, upon depositing any treasury Shares in CCASS, give clear written instructions to its broker and share registrar that such Shares bought back would be treated as treasury Shares under the Listing Rules. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 459,891,323 Shares, with no treasury Shares.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

Subject to the passing of the resolution granting of the Buyback Mandate and on the basis that no further Shares are allotted and issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to buy back a maximum of 45,989,132 Shares representing 10% of the number of issued shares of the Company as at the Latest Practicable Date (excluding any treasury Shares), during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period with which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

3. FUNDING OF BUYBACKS

Buybacks of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the Company's Memorandum and Articles, in the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF BUYBACKS

The Directors have no present intention to buy back any Shares and they would only exercise the power to buy back Shares in circumstances where they consider that the buyback would be in the best interests of the Company. The Directors consider that if the general mandate to buy back Shares were to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and the gearing position of the Group, as compared with the positions disclosed in the audited consolidated financial statements of the Group as at December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Group were made up. The Directors do not propose to exercise the mandate to buy back Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Group.

5. GENERAL

So far as the same may be applicable, the Directors will exercise the Buyback Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company, if the Buyback Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person, as defined in the Listing Rules, has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Buyback Mandate is approved by the Shareholders.

The Directors confirm that to the best of their knowledge and belief, neither the explanatory statement nor the proposed buyback of Shares pursuant to the Buyback Mandate has any unusual features.

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase.

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, Mr. Lee Shieh-Peen Clement was deemed to be interested in 17,508,000 Shares in aggregate, representing approximately $3.81\%$ of the existing number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares under the Share Buy-back Mandate and assuming there will be no other change in the issued share capital of the Company, Mr. Lee Shieh-Peen Clement's shareholding interests in the Company would be increased to approximately $4.23\%$ of the number of issued Shares. Such increase would not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the Share Buy-back Mandate to such an extent that would give rise to the obligations under Rule 26 of the Takeovers Code to make a mandatory offer, or otherwise would result in the number of Shares held by the public falling below the prescribed minimum percentage of public float (i.e. $25\%$) under the Listing Rules.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| June | 24.85 | 13.50 |
| July | 33.55 | 17.40 |
| August | 19.58 | 16.52 |
| September | 22.00 | 14.88 |
| October | 16.19 | 7.83 |
| November | 9.35 | 4.26 |
| December | 4.30 | 1.76 |
| 2026 | | |
| January | 5.27 | 1.78 |
| February | 4.55 | 2.89 |
| March | 4.09 | 2.98 |
| April | 3.82 | 2.71 |
| May | 2.88 | 1.87 |
| June (up to the Latest Practicable Date) | 2.12 | 1.83 |

8. BUYBACKS OF SHARES MADE BY THE COMPANY

No buyback of Shares has been made by the Company during the previous 6 months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting according to the Articles of Association, are provided below.

(1) Ms. Tai Ho Yan Olive (戴可欣) (“Ms. Tai”)

Position & experience

Ms. Tai Ho Yan Olive (戴可欣), aged 50, is an executive Director and the chief executive officer of the Company. Ms. Tai was appointed as a Director of Synagie on October 30, 2024. Ms. Tai is one of the founders of Synagie and is mainly responsible for the operations of the e-commerce businesses and e-logistics segments of the Company.

Ms. Tai has more than 20 years of experience in the FMCG industry and in sales & marketing. Ms. Tai founded Synagie together with Mr. Lee Shieh-Peen Clement in November 2014 and has been serving as managing director of Synagie since December 2014, and has been responsible for managing and lead an ecommerce enabler for business development of Synagie. Ms. Tai started her career at Johnson & Johnson Pacific Pty. Limited and Johnson & Johnson Pte. Ltd., a manufacturer principally engaged in various consumer products and served various positions from September 1998, including as a management trainee responsible for supporting the key account managers on category management project; as a national sales analyst responsible for analyzing and reporting of sales-related data; as a regional sales analyst responsible for developing new business channel strategies in Asia Pacific; as a trade marketing manager responsible for managing key accounts and developing key account business plans; and as a customer marketing manager responsible for strategic planning and developing category plans until September 2009. From October 2009 to December 2010, she served as sales development director at Bausch & Lomb (S) Pte. Ltd., where she was responsible for building sales capability and establishing strategic partnership. From January 2011 to May 2014, she served as trading director in the merchandising department, pharmacist group and space management team at Watsons Singapore Pte. Ltd., a retailer company principally engaged in consumer goods, where she was responsible for leading the merchandising department, pharmacist group and space management team. Prior to joining Synagie in November 2014, she served as managing director at Avenza Pte. Ltd. a company principally engaged in development and sale of beauty and health products, where she was responsible for developing go-to-market strategy for health and beauty brands and was instrumental in the development of a sales and marketing plan for a new healthcare brand.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Ms. Tai graduated from the University of Wollongong in Australia with a bachelor’s degree of commerce in April 1998.

Length of service

The Company has entered into an employment agreement with Ms. Tai on 30 October 2024, which does not specify any fixed term of service. Either party may terminate the agreement by giving not less than six months’ written notice. She is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Tai was interested in an aggregate of 15,714,687 Ordinary Shares within the meaning of Part XV of the SFO. Save as disclosed above, as far as the Directors are aware, Ms. Tai does not have any other interest in the shares of the Company within the meaning of Part XV of the SFO.

(2) Mr. Andrew Chow Heng Cheong (“Mr. Chow”)

Position & experience

Mr. Andrew Chow Heng Cheong, aged 53, is an independent non-executive Director. Mr. Chow was appointed as a Director of Synagie on October 30, 2024. Mr. Chow is responsible for providing independent advice on operations and management of the Group.

Mr. Chow has over 20 years of experience in investment and financial services. From 2004, Mr. Chow served as a vice president at Citigroup Global Markets Malaysia Sdn Bhd, a financial service provider, where he was responsible for equity research. From 2007, he then served as a vice president at Citigroup Global Markets Singapore Pte Limited where he was responsible for public and private equity investment. From 2008, he served as executive director at Goldman Sachs (Singapore) Pte., a financial institution, where he was responsible for investment research. From 2009, he served as the head of research at UOB Kay Hian Research Pte. Ltd. (now known as UOB Kay Hian Private Limited), a company principally engaged in brokerage services, private wealth management and investment management, where he was responsible for investment research and strategy. From 2018, Mr. Chow served as a senior vice president at United Overseas Bank where he was responsible for research and from July 2021 to present, he successively served as a senior director where he is responsible for origination of public and private equity investment. Prior to 2004, Mr. Chow successively served as an assistant in Ernst & Young in its Kuala Lumpur office in 1994, a research

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

assistant in Baring Research (Malaysia) Sdn Bhd in 1995, a research analyst in Ke-Zan Securities Sdn. Bhd. in 1998, a senior analyst in RHB Research Institute Sdn. Bhd. in 2000 and a senior research analyst in Nomura Advisory Services (Malaysia) Sdn. Bhd. in 2001.

Mr. Chow graduated from University of Southern Queensland in Australia with a bachelor's degree of business in January 1994.

Length of service

The Company has entered into an appointment letter with Mr. Chow. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles). Either party may terminate the agreement by giving not less than three months' written notice. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chow was interested in an aggregate of 80,000 Ordinary Shares within the meaning of Part XV of the SFO. Save as disclosed above, as far as the Directors are aware, Mr. Chow does not have any other interest in the shares of the Company within the meaning of Part XV of the SFO.

DIRECTORS' REMUNERATION

The total amount of the Directors' remuneration for the year ended December 31, 2025 received by each of the retiring Directors is set out in the financial statements of the Company's 2025 annual report. Ms. Tai is entitled to a fixed director's fee of SG$60,000 per annum, Mr. Chow is entitled to a fixed director's fee of HK$300,000 per annum. The Directors' remuneration is determined by the Remuneration Committee having regard to the Company's and the Directors' performance.

DIRECTORS' INTEREST

Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stands for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date, (iii) does not have any relationship with any other Director,

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

senior management, substantial shareholder (as defined under the Listing Rules) or Controlling Shareholder (as defined under the Listing Rules) of the Company, (iv) does not have any other interest in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO, and (v) has no information to disclose pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.

DIRECTORS' INDEPENDENCE

Mr. Andrew Chow Heng Cheong has confirmed that (i) he is independent as regards each of the factors referred to in rule 3.13(1) to (8) of the Listing Rules; (ii) he has no past or present financial or other interest in the business of the Group or any connection with any core connected person (as such term is defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect the his independence at the time of his re-appointment.

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NOTICE OF THE ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

SYNAGISTICS

SYNAGISTICS LIMITED

獅騰控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2562)

(Warrant Code: 2461)

NOTICE IS HEREBY GIVEN THAT the 2025 Annual General Meeting (the “AGM”) of Synagistics Limited (the “Company”, together with its subsidiaries, the “Group”) will be held at 38 Jalan Pemimpin, Unit 05-07, M38, Singapore 577178 at 9:30 a.m. on June 30, 2026 for considering and, if thought fit, passing, with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Group, its subsidiaries and the reports of the directors (the "Directors") and the auditor of the Company for the year ended December 31, 2025.
To re-elect the following persons as Directors:

(i) To re-elect Tai Ho Yan Olive as an executive Director;

(ii) To re-elect Andrew Chow Heng Cheong as an independent non-executive Director; and

(iii) To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.

To re-appoint Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants, as the auditor of the Company and authorize the Board to fix its remuneration.
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NOTICE OF THE ANNUAL GENERAL MEETING

To consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:

(A) “THAT:

(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (iv) below) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (“Shares”) (including any sale or transfer of Shares out of treasury that are held as treasury Shares) (which have the meaning ascribed to it under the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited) (“treasury share”) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise, and including any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the Directors during the Relevant Period pursuant to the approval in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as defined in paragraph (iv) below); or (b) the grant or exercise of any option under the option scheme of the Company or any other option scheme or similar arrangements for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of the Company in force from time to time; or (d) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not

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NOTICE OF THE ANNUAL GENERAL MEETING

exceed 20% of the number of the issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution and the said approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company; or

(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of the Company to be held; or

(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(b) “Rights Issue” means an offer of shares in the capital of the Company, or issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares in the capital of the Company whose name appear on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

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NOTICE OF THE ANNUAL GENERAL MEETING

(B) “THAT:

(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (v) below) of all the powers of the Company to buy back issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange and, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) as amended from time to time, be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to buy back its shares at a price determined by the Directors;

(iii) the aggregate number of shares of the Company which are authorized to be bought back by the Directors pursuant to the approval in paragraph (i) above shall not exceed 10% of the number of the issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution and the said approval shall be limited accordingly;

(iv) subject to the passing of each of the paragraphs (i) to (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) to (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(v) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company; or

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NOTICE OF THE ANNUAL GENERAL MEETING

(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of the Company to be held; or

(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

(C) “THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares (including any sale or transfer of Shares out of treasury that are held as treasury Shares) of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted (including any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate an amount representing the number of the issued shares of the Company bought back by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the number of the issued shares of the Company (excluding any treasury Shares) as at the date of passing of the said resolutions.”

To consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

“The Proposed Grant of 3,840,000 RSUs to Tai Ho Yan Olive pursuant to the Share Award Scheme be and is hereby approved and that any one director of the Company be and is hereby authorised to do all such acts and/or execute all such documents as may be necessary or expedient in order to give effect to the foregoing.”

By Order of the Board
Synagistics Limited
LEE Shieh-Peen Clement
Chairman of the Board

Hong Kong, June 8, 2026

NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated June 8, 2026 in relation to the AGM.
For determining the entitlement to attend and vote at the Annual General Meeting, the record date will be Tuesday, June 30, 2026 and the transfer books and register of members of the Company will be closed from Thursday, June 25, 2026 to Tuesday, June 30, 2026, both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents of shares, accompanied by the relevant share certificates, must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration, no later than 4:30 p.m. on Wednesday, June 24, 2026.
All resolutions at the AGM will be taken by poll (except where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.synagistics.com) in accordance with the Listing Rules.
Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him.
In order to be valid, Shareholders who intend to appoint a proxy or proxies to attend the AGM shall complete the proxy form(s) in accordance with the instructions printed thereon and return the proxy form(s), together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 9:30 a.m. on June 28, 2026) or the adjourned meeting (as the case may be). Completion and return of the proxy form(s) shall not preclude Shareholders from attending, speaking and voting in person at the AGM (or any adjournment thereof) if they so wish and in such event, the proxy form(s) shall be deemed to be revoked.
References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises Mr. Lee Shieh-Peen Clement and Ms. Tai Ho Yan Olive as executive Directors, and Mr. Selva Bryan Ratnam, Mr. Andrew Chow Heng Cheong and Mr. Siek Wei Ting as independent non-executive Directors.

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AI assistant

Synagistics Limited — Proxy Solicitation & Information Statement 2026

50674_rns_2026-06-08_e590e0c7-5943-4d07-8644-92e5f201eba9.pdf

SYNAGISTICS

SYNAGISTICS LIMITED

獅騰控股有限公司

DEFINITIONS

SYNAGISTICS

SYNAGISTICS LIMITED

獅騰控股有限公司

1. INTRODUCTION

2. GENERAL MANDATE TO ISSUE NEW SHARES AND EXTENSION OF ISSUE MANDATE

3. GENERAL MANDATE TO BUY BACK SHARES

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

5. PROPOSED RE-APPOINTMENT OF AUDITOR

6. PROPOSED GRANT OF RSUS

Terms of the RSUs granted

The RSUs

Reasons for the Proposed Grant of RSUs

Directors' interests

Listing Rules Implications

7. CLOSURE OF REGISTER OF MEMBERS

8. NOTICE OF ANNUAL GENERAL MEETING

9. FORM OF PROXY

10. VOTING BY POLL

11. RESPONSIBILITY STATEMENT

12. RECOMMENDATION

1. REASONS FOR BUYBACK OF SHARES

2. SHARE CAPITAL

3. FUNDING OF BUYBACKS

4. IMPACT OF BUYBACKS

5. GENERAL

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

7. MARKET PRICES OF SHARES

8. BUYBACKS OF SHARES MADE BY THE COMPANY

Length of service

Interests in shares

(2) Mr. Andrew Chow Heng Cheong (“Mr. Chow”)

Position & experience

Length of service

Interests in shares

DIRECTORS' REMUNERATION

DIRECTORS' INTEREST

DIRECTORS' INDEPENDENCE

SYNAGISTICS

SYNAGISTICS LIMITED

獅騰控股有限公司

ORDINARY RESOLUTIONS

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Synagistics Limited Proxy Solicitation & Information Statement 2026