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TOTM TECHNOLOGIES LIMITED — AGM Information 2025
Oct 17, 2025
67406_rns_2025-10-17_b6fe1f98-1b28-49dd-a638-fad2027777f1.pdf
AGM Information
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TOTM TECHNOLOGIES LIMITED
(Company Registration No. 201506891C)
(Incorporated in the Republic of Singapore)
(the “ Company ”)
MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD AT 47 SCOTTS ROAD, #02-03/04 GOLDBELL TOWERS, SINGAPORE 228233 ON FRIDAY, 26 SEPTEMBER 2025 AT 10.00 A.M. (THE “AGM” OR “MEETING”)
1. CHAIRMAN
Mr Pierre Prunier, the Executive Director, took the chair of the AGM (the “ Chairman ”). On behalf of the Board of Directors (“ Board ”) of the Company, the Chairman welcomed and thanked the shareholders of the Company (each a “ Shareholder ” and collectively, the “ Shareholders ”) for their attendance at the Meeting.
The Chairman introduced the other members of the Board and Management who attended the Meeting, as follows:
Name of Directors and Management
-
Mr Siek Wei Ting - Independent Director
-
• Mr Tan Ser Ko - Independent Director • Mr Soh Chun Bin - Independent Director • Mr Bob Christoper - Chief Financial and Strategy Officer • Mr Frederick Lau Si Kah - Deputy Chief Financial Officer • Mr Feri Risnandar - Country Head (Indonesia)
2. QUORUM
Having ascertained that a quorum was present, the Chairman called the Meeting to order at 10.00 a.m.
3. NOTICE OF ANNUAL GENERAL MEETING
The Notice of AGM dated 11 September 2025 (the “ Notice ”), having been dispatched to Shareholders and made available on SGXNET and the Company’s website, was taken as read.
4. POLL VOTING
The Chairman informed Shareholders that in line with the Rule 730A(2) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (the “ Catalist Rules ”), all motions tabled at the AGM will be voted on by way of poll. All the proposed motions would require a simple majority of votes for them to be carried.
The Chairman further informed that he had been appointed as proxy by certain Shareholders to vote on their behalf in his capacity as the Chairman of the Meeting and would vote in accordance with such Shareholders’ instructions.
The Chairman directed that the poll on each resolution be conducted after all the resolutions had been formally proposed and seconded.
The Company had appointed B.A.C.S. Private Limited as Polling Agent and CACS Corporate Advisory Pte. Ltd. as Scrutineer, for the poll.
5. QUESTIONS FROM SHAREHOLDERS
The Chairman informed the Meeting that no written questions had been received from the Shareholders prior to the Meeting in relation to the Company’s annual report for financial year ended 31 May 2025 and the resolutions set out in the Notice. The Chairman invited Shareholders present at the Meeting to pose their questions to the Board.
TOTM TECHNOLOGIES LIMITED Minutes of Annual General Meeting held on 26 September 2025 Page 2
In response to a Shareholder’s query regarding the Group’s vision for the next few years, the Chairman stated that the Group continues to focus on delivering digital identity and biometric solutions in support of national digital transformation efforts in Indonesia, where the Group is engaged in ongoing projects with the Ministry of Home Affairs and is actively pursuing new opportunities in both public and commercial sectors.
The Group has also been exploring new avenues and opportunities for long term growth by leveraging its expertise in biometrics and identity management. This includes pursuing the development of AI-driven analytics, blockchain based trust systems, and cloud-native integration capabilities to further enhance the scalability, security, and interoperability of our digital solutions and expand its reach across Southeast Asia.
After addressing the sole question posed during the Meeting, the formal proceedings continued.
- ORDINARY RESOLUTION 1: ADOPTION OF THE DIRECTORS’ STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR THE FINANCIAL YEAR ENDED 31 MAY 2025 TOGETHER WITH THE INDEPENDENT AUDITORS’ REPORT THEREON
The Chairman presented the first item on the agenda which was to receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 May 2025, together with the Independent Auditors’ Report thereon.
The Chairman put the following motion to the Meeting:
“That the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 May 2025, together with the Independent Auditors’ Report thereon be received and adopted.”
The motion was duly proposed and seconded by a Shareholder, respectively.
7. ORDINARY RESOLUTION 2: APPROVAL OF PAYMENT OF DIRECTORS’ FEES OF S$172,000 FOR THE FINANCIAL YEAR ENDING 31 MAY 2026, PAYABLE QUARTERLY IN ARREARS
The next item on the agenda was to seek Shareholders’ approval for the payment of Directors’ fees for the financial year ending 31 May 2026, payable quarterly in arrears. The Board recommended the payment of Directors’ fees of S$172,000 for the financial year ending 31 May 2025.
The Chairman put the following motion to the Meeting:
“That the payment of Directors’ fees of S$172,000 for the financial year ending 31 May 2026, payable quarterly in arrears, be approved.”
The motion was duly proposed and seconded by a Shareholder, respectively.
8. ORDINARY RESOLUTION 3: RE-ELECTION OF MR PIERRE PRUNIER AS DIRECTOR
(As Ordinary Resolution 3 in the Notice related to the re-election of Mr Pierre Prunier, who was retiring by rotation pursuant to Regulation 104 of the Company’s Constitution, as a Director of the Company, Mr Pierre Prunier (Chairman) recused himself from the proceedings of the Meeting and requested Mr Siek Wei Ting, an Independent Director of the Company, to assist in conducting the proceedings of the Meeting for Ordinary Resolution 3.)
The next item on the agenda was to seek Shareholders’ approval for the re-election of Mr Pierre Prunier, a Director retiring by rotation pursuant to Regulation 104 of the Company’s Constitution. Mr Pierre Prunier had indicated his consent to act in the office.
TOTM TECHNOLOGIES LIMITED Minutes of Annual General Meeting held on 26 September 2025 Page 3
Mr Siek Wei Ting put the following motion to the Meeting:
- “That Mr Pierre Prunier be re-elected as Director of the Company.”
Mr Pierre Prunier will, upon re-election as a Director of the Company, remains as Executive Director of the Company.
The motion was duly proposed and seconded by a Shareholder, respectively.
9. ORDINARY RESOLUTION 4: RE-ELECTION OF MR SIEK WEI TING AS DIRECTOR
The next item on the agenda was to seek Shareholders’ approval for the re-election of Mr Siek Wei Ting, a Director retiring pursuant to Regulation 114 of the Company’s Constitution. Mr Siek Wei Ting had indicated his consent to act in the office.
The Chairman put the following motion to the Meeting:
“That Mr Siek Wei Ting be re-elected as Director of the Company.”
Mr Siek Wei Ting will, upon re-election as a Director of the Company, remains as Independent Director, Chairman of the Audit Committee, Member of the Nominating Committee and Member of the Remuneration Committee of the Company. Mr Siek Wei Ting is considered independent by the Board for the purpose of Rule 704(7) of the Catalist Rules.
The motion was duly proposed and seconded by a Shareholder, respectively.
10. ORDINARY RESOLUTION 5: RE-ELECTION OF MR TAN SER KO AS DIRECTOR
The next item on the agenda was to seek Shareholders’ approval for the re-election of Mr Tan Ser Ko, a Director retiring pursuant to Regulation 114 of the Company’s Constitution. Mr Tan Ser Ko had indicated his consent to act in the office.
The Chairman put the following motion to the Meeting:
“That Mr Tan Ser Ko be re-elected as Director of the Company.”
Mr Tan Ser Ko will, upon re-election as a Director of the Company, remains as Independent Director, Chairman of the Remuneration Committee, Member of the Audit Committee and Member of the Nominating Committee of the Company. Mr Tan Ser Ko is considered independent by the Board for the purpose of Rule 704(7) of the Catalist Rules.
The motion was duly proposed and seconded by a Shareholder, respectively.
11.
ORDINARY RESOLUTION 6: RE-ELECTION OF MR SOH CHUN BIN AS DIRECTOR
The next item on the agenda was to seek Shareholders’ approval for the re-election of Mr Soh Chun Bin, a Director retiring pursuant to Regulation 114 of the Company’s Constitution. Mr Soh Chun Bin had indicated his consent to act in the office.
The Chairman put the following motion to the Meeting:
- “That Mr Soh Chun Bin be re-elected as Director of the Company.”
Mr Soh Chun Bin will, upon re-election as a Director of the Company, remains as Independent Director, Chairman of the Nominating Committee, Member of the Audit Committee and Member of the Remuneration Committee of the Company. Mr Soh Chun Bin is considered independent by the Board for the purpose of Rule 704(7) of the Catalist Rules.
The motion was duly proposed and seconded by a Shareholder, respectively.
TOTM TECHNOLOGIES LIMITED Minutes of Annual General Meeting held on 26 September 2025 Page 4
12. ORDINARY RESOLUTION 7: RE-APPOINTMENT OF MESSRS FORVIS MAZARS LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION.
The next item on the agenda was to seek Shareholders’ approval for the re-appointment of Messrs Forvis Mazars LLP as the External Auditors of the Company and to authorise the Directors to fix their remuneration. Messrs Forvis Mazars LLP had expressed their willingness to continue in office.
The Chairman put the following motion to the Meeting:
“That Messrs Forvis Mazars LLP be re-appointed as Auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and the Directors be authorised to fix their remuneration.”
The motion was duly proposed and seconded by a Shareholder, respectively.
13. ORDINARY RESOLUTION 8: AUTHORITY TO ALLOT AND ISSUE SHARES
As there were no further items of ordinary business arising, the Chairman proceeded to deal with special business of the AGM.
The next item on the agenda was to seek Shareholders’ approval to authorise the Directors to allot and issue shares or convertible securities of the Company pursuant to Section 161 of the Companies Act 1967 of Singapore and Rule 806 of the Catalist Rules. With the consent of Shareholders, the proposed Ordinary Resolution 8 stated in the AGM Notice was taken as read.
The Chairman put the following motion to the Meeting:
“That pursuant to Section 161 of the Companies Act 1967 (the “ Companies Act ”) and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (the “ Catalist Rules ”), authority be and is hereby given to the Directors of the Company to:
-
(a) (i) issue and allot new shares (“ Shares ”) in the capital of the Company whether by way of rights, bonus or otherwise; and/or
-
(ii) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and
- (b) (notwithstanding that this authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this authority was in force,
provided that:
- (1) the aggregate number of Shares to be issued pursuant to this authority (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority), shall not exceed 100% 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), and provided further that where shareholders of the Company (“ Shareholders ”) are not given the opportunity to participate in the same on a pro-rata basis, then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority) shall not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with subparagraph (2) below);
TOTM TECHNOLOGIES LIMITED Minutes of Annual General Meeting held on 26 September 2025 Page 5
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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 that may be issued under subparagraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the issued Shares (excluding treasury shares and subsidiary holdings) at the time this authority was conferred, after adjusting for:
-
(a) new Shares arising from the conversion or exercise of any convertible securities;
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(b) new Shares arising from the exercise of share options or the vesting of share awards; and
-
(c) any subsequent bonus issue, consolidation or sub-division of the Shares;
Adjustments in accordance with (a) or (b) are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution;
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(3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution of the Company for the time being; and
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(4) (unless revoked or varied by the Company in a general meeting) this authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law and the Catalist Rules to be held, whichever is earlier.”
The motion was duly proposed and seconded by a Shareholder, respectively.
14. POLL RESULTS
After a short break for the votes to be counted, the Chairman announced the poll results as follows:
| Resolution number and details |
Total number of shares represented by votes for and against the relevant resolution |
For | For | Against | Against |
|---|---|---|---|---|---|
| Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
||
| Resolution 1: To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 May 2025, together with the Independent Auditor’s Report thereon. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
TOTM TECHNOLOGIES LIMITED Minutes of Anual General Meeting held on 26 September 2025 Page 6
| Resolution number and details |
Total number of shares represented by votes for and against the relevant resolution |
For | For | Against | Against |
|---|---|---|---|---|---|
| Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
||
| Resolution 2: To approve the payment of Directors’ fees of up to S$172,000 for the financial year ending 31 May 2026, payable quarterly in arrears. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
| Resolution 3: To re-elect Mr Pierre Prunier as Director pursuant to Regulation 104 of the Company’s Constitution. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
| Resolution 4: To re-elect Mr Siek Wei Ting as Director pursuant to Regulation 114 of the Company’s Constitution. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
| Resolution 5: To re-elect Mr Tan Ser Ko as Director pursuant to Regulation 114 of the Company’s Constitution. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
| Resolution 6: To re-elect Mr Soh Chun Bin as Director pursuant to Regulation 114 of the Company’s Constitution. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
TOTM TECHNOLOGIES LIMITED Minutes of Annual General Meeting held on 26 September 2025 Page 7
| Resolution number and details |
Total number of shares represented by votes for and against the relevant resolution |
For | For | Against | Against |
|---|---|---|---|---|---|
| Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
Number of shares |
As a percentage of total number of votes for and against the resolution (%) |
||
| Resolution 7: To re-appoint Messrs Forvis Mazars LLP as Auditor of the Company and to authorise the Directors to fix their remuneration. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
| Resolution 8: Authority to allot and issue shares. |
545,588,900 | 545,588,900 | 100 | 0 | 0 |
Based on the poll results, the Chairman declared all the resolutions carried.
15. ANY OTHER BUSINESS
It was noted that no notice was received in respect of any other business that may properly be transacted at the Meeting.
16. END OF MEETING
There being no other business, the Chairman declared the Meeting closed at 10.45 a.m.
Signed as a correct record,
Pierre Prunier Chairman of the Meeting
This announcement has been reviewed by the Company’s sponsor, UOB Kay Hian Private Limited (the “ Sponsor ”).
This announcement has not been examined or approved by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made, or reports contained in this announcement.
The contact person for the Sponsor is Mr Lance Tan, Senior Vice President, at 83 Clemenceau Avenue, #10-01 UE Square, Singapore 239920, telephone (65) 6590 6881.