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THE TRENDLINES GROUP LTD. — AGM Information 2026
Mar 12, 2026
67411_rns_2026-03-12_ba52ec3f-dbd1-44af-bb20-d98dc9fb1402.pdf
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of The Trendlines Group Ltd. (the “ Company ”) for the financial year ended 31 December 2025 (the “FY2025” ) (the “ AGM ”) will be held at Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Singapore 039593, Level 3, Room 307 on Thursday, 16 April 2026 at 10:00 a.m. (Singapore time), for the purpose of considering and, if thought fit, approving the following matters:
AS ORDINARY RESOLUTIONS
Ordinary Business
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To receive the Directors’ Report and the Audited Financial Statements of the Company for the financial year ended 31 December 2025 together with the Auditors’ Report thereon.
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To re-elect Ms. Nehama Ronen, who is retiring pursuant to Article 40(g) of the Company’s Articles of Association, as a Director of the Company.
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[See Explanatory Note (i)] [RESOLUTION 1]
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To re-elect Mr. Sin Boon Ann, who is retiring pursuant to Article 40(g) of the Company’s Articles of Association, as a Director of the Company.
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[See Explanatory Note (ii)] [RESOLUTION 2]
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To re-appoint Messrs. Ernst & Young LLP (Singapore), as external independent auditors of the Company until the consummation of the Company’s next AGM and to authorise the Directors of the Company (“ Directors ”) to fix their remuneration.
[RESOLUTION 3]
Special Business
To consider and if thought fit, to pass the following resolution as Ordinary Resolution, with or without any modifications:
- Authority to Issue Shares
That pursuant to Rule 806 of the Listing Manual Section B: Rules of Catalist (“ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”), that authority be given to the Directors to (i) allot and issue shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; (ii) make or grant offers, agreements or options including under The Trendlines Extended 2015 Share Option Plan (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) 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 our Directors may in their absolute discretion deem fit; and (iii) (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:
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(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this resolution) and Instruments to be issued pursuant to this resolution shall not exceed 50.0% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued (including Shares to be issued pursuant to the Instruments) other than on a pro-rata basis to existing Shareholders shall not exceed 25.0% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
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(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 (including Shares to be issued pursuant to the Instruments) that may be issued under sub-paragraph (1) above, the percentage of Shares that may be issued shall be based on the total number of issued Shares of the Company (excluding treasury shares and subsidiary holdings) at the time this authority is given, after adjusting for: (a) new Shares arising from the conversion or exercise of the Instruments or any convertible securities outstanding at the time this authority is given; (b) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this authority, provided that the share options or share awards were granted in compliance with the Catalist Rules; and (c) any subsequent bonus issue, consolidation or sub-division of Shares;
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(3) in exercising such authority, 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 provisions of Israeli Companies Law for the time being in force, the Articles of Association for the time being of the Company and The Trendlines Extended 2015 Share Option Plan; and
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(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until (a) the conclusion of the next annual general meeting of the Company or (b) the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.
[See Explanatory Note (iii)]. [RESOLUTION 4]
- To transact any other ordinary business which may properly be transacted at an AGM.
BY ORDER OF THE BOARD OF THE TRENDLINES GROUP LTD.
Sahar Farah Lee Sock Wei Joint Company Secretaries 11 March 2026
Explanatory Notes:
- (i) Ms. Nehama Ronen (“ Ms. Ronen “) will, if re-elected as a Director of the Company, remain as a NonExecutive Director of the Company, Chair of the Board of Directors of the Company, Chair of the Nominating Committee. Ms. Ronen will be considered independent for the purposes of Rule 704(7) of the Catalist Rules.
Additional information on Ms. Ronen as required to be furnished pursuant to Rule 720(5) of the Catalist Rules can be found in the Corporate Governance Report section of the Company's Annual Report for FY2025.
- (ii) Mr. Sin Boon Ann (“ Mr. Sin ”) will, if re-elected as a Director of the Company, remain as a NonExecutive Director of the Company, member of the Audit Committee and the Nominating Committee. Mr. Sin will be considered independent for the purposes of Rule 704(7) of the Catalist Rules.
Additional information on Mr. Sin as required to be furnished pursuant to Rule 720(5) of the Catalist Rules can be found in the Corporate Governance Report section of the Company's Annual Report for FY2025.
- (iii) Ordinary Resolution 4 above, if passed, will empower the Directors of the Company, effective until
the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held or such time when the authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares, make or grant instruments convertible into Shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 25.0% may be issued other than on a pro-rata basis to shareholders.
For determining the aggregate number of shares that may be issued, the total number of issued Shares (excluding treasury shares and subsidiary holdings) will be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Shares.
- (iv) Ordinary Resolutions 1, 2, 3 and 4, shall be deemed adopted if approved by the holders of a majority of the voting power represented at the meeting in person or by proxy and voting thereon. Only shareholders of record at the close of business on 8 April 2026, being the record date for determining those shareholders eligible to vote at the AGM, are entitled to notice of and to vote at the AGM and any postponements or adjournments thereof.
Notes:
- The AGM is being convened, and will be held physically. Printed copies of this Notice of AGM and the accompanying Proxy Form will be mailed to shareholders.
Printed copy of the Company’s FY2025 Annual Report will not be mailed to shareholders, instead will be made available to shareholders on the SGXNet at the URL https://www.sgx.com/securities/company-announcements and the Company’s website at URL https://www.trendlines.com/. Shareholders who wish to request for a printed copy of the Company’s FY2025 Annual Report may do so by submitting your request to the Company via email to [email protected] with your full name, contact number and delivery address no later than Tuesday, 7 April 2026.
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A shareholder entitled to attend, speak and vote at the AGM is entitled to appoint a proxy to attend, speak and vote in the shareholder’s stead.
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A proxy need not be a shareholder of the Company.
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Any shareholder who holds more than one share shall be entitled to appoint a proxy with respect to all or some of its shares or appoint more than one proxy, provided that the instrument appointing a proxy shall include the number of shares with respect to which it was issued and only one proxy shall be appointed with respect to any one share.
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The Proxy Form must be signed by the appointor or his/her attorney duly authorised in writing.
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A shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. If the appointor is a corporation, the Proxy Form must be executed either under its common seal or under the hand of its duly authorised officer or attorney. A copy of the power of attorney or such other authority must be submitted together with the instrument appointing a proxy.
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Shareholders who wish to vote at the AGM via a proxy(ies) must submit the accompanying Proxy Form to appoint the proxy(ies) or the Chairman of the AGM as their proxy to cast votes on their behalf.
Shareholders are requested to complete, sign and return the Proxy Form appointing proxy(ies) or corporate representative(s) in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Company at T’chelet Street 17, Misgav Industrial Park, 2017400 Israel, or the Company’s Singapore Share Registrar and Share Transfer Office, In.Corp Corporate Services Pte. Ltd., 36 Robinson Road #20-01 City House, Singapore 068877, or by e-mail to Mrs Sahar Farah, Joint Company Secretary, at [email protected], not less than forty eight (48) hours before the time appointed for the AGM (i.e. by 10:00 a.m. on Tuesday, 14 April 2026. ).
Notwithstanding the above, the Chairman of the AGM shall have the right to waive the time requirement provided above with respect to all instruments of proxies and to accept any and all instruments of proxy until the beginning of the AGM.
- A member who is a relevant intermediary may appoint more than two (2) proxies. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.
SRS Investors:
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(a) may attend and vote at the AGM if they are appointed as proxies by their SRS Operators. They should contact their SRS Operators if they have any queries regarding their appointment as proxies; or
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(b) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM, in which case they should give their voting instructions to their SRS Operators at least seven (7) working days before the AGM to in turn submit a proxy form to appoint the Chairman of the AGM to vote on their behalf.
Submission of Questions In Advance of the AGM
Shareholders may submit substantial and relevant questions related to the resolutions to be tabled for approval at the AGM to the Company in advance of the AGM. Such questions must be submitted no later than Monday, 30 March 2026 via e-mail to Mrs Sahar Farah, Joint Company Secretary, at [email protected] or by post to the Company’s Singapore Share Registrar and Share Transfer Office, In.Corp Corporate Services Pte. Ltd., 36 Robinson Road #20-01 City House, Singapore 068877.
Shareholders who submit questions via email or by post to the Company or the Company’s Singapore Share Registrar and Share Transfer Office must provide the following information:
(i) the Shareholder’s full name;
(ii) the Shareholder’s address; and
(iii) the manner in which the Shareholder holds shares in the Company (e.g. via CDP, SRS or Scrips).
The Company will upload its response to the substantial and relevant questions received in advance of the AGM from shareholders on the SGXNet and the Company’s website by 10:00 a.m. on 12 April 2026 , being at least forty eight (48) hours prior to the proxy form submission deadline for the AGM.
Substantial and relevant questions, including subsequent clarifications sought and/or follow-up questions, which are received from shareholders thereafter, will be addressed by the Company at the AGM itself. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed. The Company’s responses to all subsequent questions addressed at the AGM together with the minutes of the AGM, will be posted on the SGXNet and the Company’s website within one (1) month after the date of the AGM.
Personal Data Privacy
By submitting an instrument appointing proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a shareholder of the Company or a Depositor, as the case may be, (i) consents to the collection, use and disclosure of the shareholder or Depositor’s personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of the appointment of proxy(ies) or representative(s) for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ” ), (ii) warrants that where the shareholder or a Depositor discloses the personal data of the shareholder or Depositor’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the shareholder or Depositor has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholder or Depositor will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder or Depositor’s breach of warranty.
THE TRENDLINES GROUP LTD.
(Incorporated in Israel)
(Company Registration No. 513970947)
PROXY FORM
I/We
(NRIC / Passport No./ Company Registration No.) _________
of ____ (Address)
being a shareholder/shareholders of The Trendlines Group Ltd. (“ Company ”), hereby appoint:
| Name | Address | NRIC/Passport Number |
Proportion of Shareholdings | Proportion of Shareholdings |
|---|---|---|---|---|
| No. of Shares | % | |||
and/or****
| Name | Address | NRIC/Passport Number |
Proportion of Shareholdings | Proportion of Shareholdings |
|---|---|---|---|---|
| No. of Shares | % | |||
or failing him/her/them, or the Chairman of the Annual General Meeting (" AGM ”) as my/our proxy to attend, speak and to vote for me/us on my/our behalf at the AGM of the Company to be held at Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Singapore 039593,Level 3, Room 307 on *Thursday, 16 April 2026 at 10:00 a.m. (Singapore time) and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for, against or abstain from voting on the ordinary resolutions to be proposed at the AGM as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any matter arising at the AGM and at any adjournment thereof.
| No. | Ordinary Resolution | For* | Against* | Abstain* |
| 1. | Re-election of Ms. Nehama Ronen as a Director of the Company |
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| 2. | Re-election of Mr. Boon Ann as a Director of the Company |
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| 3. | Re-appointment of Messrs. Ernst & Young LLP (Singapore), as external independent auditors and to authorize the Directors to fix their remuneration |
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| 4. | Authority to Issue Shares |
- If you wish to exercise all your votes "For" or "Against" or "Abstain", please tick " � " or “X” within the box provided. Alternatively, please indicate the number of votes as appropriate.
** If a " � " or “X” is not marked in either column or a " � " or “X” is marked in both columns, the vote shall be disqualified.
*** Delete as appropriate.
Dated this day of 2026. Total No. of Shares Held
Signature(s) of shareholder(s)/Common Seal of corporate shareholder
IMPORTANT :
PLEASE READ NOTES BELOW OVERLEAF BEFORE COMPLETING THIS PROXY FORM
Notes:
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Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register, you should insert that number. If you have Shares registered in your name in the Shareholders Register of the Company, you should insert that number. If you have Shares entered against your name in the Depository Register and shares registered in your name in the Shareholders Register, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by you. Where you appoint more than one proxy, the appointments shall be invalid unless you specify the shareholding (expressed as a percentage of the whole) to be represented by each proxy.
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A shareholder who wishes to submit an instrument of proxy must complete, sign the proxy form and return it in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Company at 17 T’chelet Street, Misgav Industrial Park, 2017400 Israel or the Company’s Singapore Share Registrar and Share Transfer Office, In.Corp Corporate Services Pte. Ltd., 36 Robinson Road #20-01 City House, Singapore 068877, or by e-mail to Mrs. Sahar Farah, Joint Company Secretary, at [email protected] not less than forty eight (48) hours before the time appointed for the AGM (i.e. by 10:00 a.m. on 14 April 2026 ).
Notwithstanding the above, the Chairman of the AGM shall have the right to waive the time requirement provided above with respect to all instruments of proxies and to accept any and all instruments of proxy until the beginning of the AGM.
Shareholders are strongly encouraged to submit the completed proxy forms electronically via email .
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Where a shareholder (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it should give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy. If there is no specific instruction as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.
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A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote on his/her/its behalf at the AGM. Shareholders who hold more than one share shall be entitled to appoint a proxy with respect to all or some of his/her/its Shares or appoint more than one (1) proxy, provided that the instrument appointing a proxy shall include the number of Shares with respect to which it was issued and only one proxy shall be appointed with respect to any one share.
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A member who is a relevant intermediary may appoint more than two (2) proxies. "Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.
SRS Investors:
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(a) may attend and vote at the AGM if they are appointed as proxies by their SRS Operators. They should contact their SRS Operators if they have any queries regarding their appointment as proxies; or
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(b) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM, in which case they should give their voting instructions to their SRS Operators at least seven (7) working days before the AGM to in turn submit a proxy form to appoint the Chairman of the AGM to vote on their behalf.
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A proxy need not be a shareholder of the Company.
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The instrument of proxy shall be duly signed by the appointer or his duly authorised attorney or, if such appointer is a company or other corporate body, under its common seal or stamp or the hand of its duly authorised signatory(ies), agent(s) or attorney(s). The Board may demand that the Company be provided with written confirmation, to its satisfaction, that the signatory(ies), agent(s) or attorney(s) have the authority to bind the corporate body of the appointing Shareholder.
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The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specified on the instrument of proxy. In addition, in the case of Shares entered in the Depository Register, the Company may reject an instrument of proxy if the Shareholder, being the appointer, is not shown to have Shares entered against his/her name in the Depository Register as at the close of business on 8 April 2026, being the record date for determining those shareholders eligible to vote at the AGM as certified by the CDP.
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Completion and return of the Proxy Form shall not preclude a shareholder from attending, speaking and voting at the AGM. Any appointment of a proxy or proxies shall be deemed to be revoked if a shareholder attends the AGM, and in such event, the Share Registrar reserves the right to refuse to admit any person or persons appointed under the Proxy Form, to the AGM.
Personal Data Privacy
By submitting an instrument appointing proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a shareholder of the Company or a Depositor, as the case may be, (i) consents to the collection, use and disclosure of the shareholder or Depositor’s personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of the appointment of proxy(ies) or representative(s) for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ” ), (ii) warrants that where the shareholder or a Depositor discloses the personal data of the shareholder or Depositor’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the shareholder or Depositor has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholder or Depositor will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder or Depositor’s breach of warranty.