TALKMED GROUP LIMITED — M&A Activity 2025

Jun 27, 2025

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PROPOSED PRIVATISATION OF TALKMED GROUP LIMITED BY WAY OF A SCHEME OF ARRANGEMENT – SATISFACTION OF THE CCCS CONDITION

1. INTRODUCTION

The board of directors (the “ Board ” or “ Directors ”) of TalkMed Group Limited (the " Company ") refers to the joint announcement dated 23 December 2024 (the " Joint Announcement ") made by the Company and TW Troy Limited (the “ Offeror ”), in relation to the proposed acquisition by the Offeror of all the issued and paid-up shares (“ Shares ”) in the capital of the Company held by the shareholders (“ Shareholders ”) of the Company, by way of a scheme of arrangement (the “ Scheme ”) in accordance with Section 210 of the Companies Act 1967 of Singapore and the Singapore Code on Take-Overs and Mergers.

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Unless otherwise defined, capitalised terms used in this announcement (the “ Announcement ”) shall bear the same meanings as set out in the Joint Announcement.

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2. FULFILLMENT OF THE CCCS CONDITION

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• 2.1 As set out in Schedule 1, paragraph (d)(v) of the Joint Announcement, the Acquisition is conditional upon the Competition and Consumer Commission of Singapore (the “ CCCS ”) having made a favourable decision pursuant to Section 59 of the Competition Act 2004 of Singapore (the “ Competition Act ”) within a Phase 1 or Phase 2 review, either unconditionally or subject to any terms, conditions or remedies in the form of voluntary commitments as agreed by the Party or Parties offering the voluntary commitments, that the Acquisition, if carried into effect, will not infringe Section 54 of the Competition Act (the “ CCCS Condition ”).

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• 2.2 The Board is pleased to announce that the Company has on 27 June 2025 received a letter (the “ Letter ”) from the CCCS assessing that the Acquisition, if carried into effect, will not infringe Section 54 of the Competition Act, which prohibits mergers that may substantially lessen competition within any market in Singapore (the “ Decision ”). In accordance with Section 57(7) of the Competition Act, the Decision is valid for a period of one (1) year from the date of the Letter, being 27 June 2025.

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• 2.3 Accordingly, the CCCS Condition has been satisfied.

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3. ISSUANCE OF COMPOSITE DOCUMENT

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The Company will make further announcements in due course on the issuance of the document setting out information pertaining to the Scheme and the Management Arrangements (the “ Composite Document ”) to Shareholders and the date of the Scheme Meeting, in compliance with the applicable laws and regulations.

TalkMed Group Limited  | 101 Thomson Road, #09-02 United Square, Singapore 307591
T  (65) 6258 6918  |  F  (65) 6258 0648  |  www.talkmed.com.sg  |  Co. Reg. No. 201324565Z

Shareholders are advised to refrain from taking any action in relation to their Shares which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations of the Independent Directors on the Scheme as well as the advice of the IFA to be set out in the Composite Document.

Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors (including those who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading. The Directors jointly and severally accept responsibility accordingly.

Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.

By Order of the Board

Ang Peng Tiam Chief Executive Officer 27 June 2025

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TalkMed Group Limited  | 101 Thomson Road, #09-02 United Square, Singapore 307591
T  (65) 6258 6918  |  F  (65) 6258 0648  |  www.talkmed.com.sg  |  Co. Reg. No. 201324565Z