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TRITECH GROUP LIMITED AGM Information 2025

Aug 12, 2025

67719_rns_2025-08-12_f283105c-62e7-43ea-985e-55aa4d70457c.pdf

AGM Information

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TRITECH GROUP LIMITED (Company Registration No. 200809330R) (Incorporated in the Republic of Singapore) (the “ Company ”)

MINUTES OF ANNUAL GENERAL MEETING

PLACE : 31 Changi South Avenue 2, Tritech Building, Singapore 486478 DATE : Tuesday, 29 July 2025 TIME : 10.30 a.m. PRESENT : As set out in the attendance records maintained by the Company. IN ATTENDANCE : As set out in the attendance records maintained by the Company. CHAIRMAN : Mr Aw Eng Hai

INTRODUCTION

Mr Aw Eng Hai, the Chairman of the Meeting (the “ Chairman ”) welcomed the shareholders of the Company (“ Shareholders ”) to the annual general meeting (the “ AGM ” or “ Meeting ”).

The Chairman introduced the members of the Board of Directors, Sponsor (UOB Kay Hian Private Limited), Auditors (Messrs Moore Stephens LLP), Company Secretary, Share Registrar and Polling Agent (In.Corp Corporate Services Pte. Ltd.), and Scrutineer (Aspertise Corporate Consultancy Pte. Ltd.) together with their representatives presented at the Meeting. The Chairman informed that Mr Zhou Xingping, Executive Director, is unable to attend due to being overseas and has sent apologies.

QUORUM

After confirming with the Company Secretary that a quorum was present, the Chairman called the Meeting to order at 10:30 a.m.

NOTICE

The Chairman informed that all pertinent information relating to the proposed resolutions tabled for the Meeting were set out in the Notice of Meeting dated 11 July 2025 (the “ Notice ”) and the Annual Report for the financial year ended 31 March 2025, which were published on the SGXNet and the Company’s website on 11 July 2025. These documents had been despatched to Shareholders within the statutory period. With the consent of the Meeting, the Notice was taken as read.

QUESTIONS AND ANSWERS

The Chairman informed Shareholders that they were given the opportunity to submit their questions to the Company prior to the Meeting. However, the Company did not receive any questions from Shareholders relating to the resolution set out in the Notice.

During the course of this Meeting, Shareholders were also invited to raise questions relating to the resolutions when they were proposed.

All questions raised by Shareholders during the Meeting were addressed by the Chairman. A summary of questions and corresponding answers is annexed hereto and marked as Appendix A .

TRITECH GROUP LIMITED Minutes of Annual General Meeting held on 29 July 2025

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CONDUCT OF POLL

The Chairman informed the Meeting that (i) he had been appointed as proxy by certain Shareholders and would vote in accordance with their instructions; (ii) he would propose all motions on the agenda and no seconder would be called; and (iii) the proposed resolution detailed in the Notice would be voted by way of poll. It was noted that the polling would be conducted by poll voting paper and the poll voting paper had been provided to Shareholders and Proxies at the point of their registration.

The Chairman further informed the Meeting on the appointments of (i) In.Corp Corporate Services Pte. Ltd. as polling agent (“ Polling Agent ”) to conduct the polling process for the AGM; and (ii) Aspertise Corporate Consultancy Pte. Ltd. as scrutineer (“ Scrutineer ”) to scrutinise the polling procedures and certify the poll results.

The Chairman briefed the polling procedures. Following the explanation of the poll voting process, the Chairman proceeded with the businesses of this Meeting.

ORDINARY BUSINESSES :

1. RESOLUTION 1 – ADOPTION OF DIRECTORS’ STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITORS’ REPORT FOR FINANCIAL YEAR ENDED 31 MARCH 2025

The first agenda of the Meeting was to receive and adopt the Directors’ Statement and Audited Financial Statements of the Company and the Group for the financial year ended 31 March 2025, together with the Auditors’ Report thereon.

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 March 2025, together with the Auditors’ Report thereon, be received and adopted.”

2. RESOLUTION 2 – DIRECTORS’ FEES OF S$222,333 FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025

The Board had recommended the payment of Directors’ fees of S$222,333 for the financial year ended 31 March 2025.

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT the Directors’ fees of S$222,333 for the financial year ended 31 March 2025 be hereby approved for payment.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR: DR WANG XIAONING (JEFFREY WANG)

Dr Wang Xiaoning (Jeffrey Wang), a Director of the Company retiring pursuant to Regulation 117 of the Constitution of the Company, had consented to continue in office. The Meeting noted that, upon being duly re-elected as a Director of the Company, Dr Wang Xiaoning (Jeffrey Wang) would remain as the Managing Director of the Company and member of the Nominating Committee.

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT Dr Wang Xiaoning (Jeffrey Wang) be re-elected as a Director of the Company.”

3. RESOLUTION 4 – RE-ELECTION OF DIRECTOR: MR TAN CHADE PHANG

Mr Tan Chade Phang, a Director of the Company retiring pursuant to Regulation 117 of the Constitution of the Company, had consented to continue in office. The Meeting noted that, upon

TRITECH GROUP LIMITED Minutes of Annual General Meeting held on 29 July 2025

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being duly re-elected as a Director of the Company, Mr Tan would remain as an Independent Director, the Chairman of Audit Committee and Remuneration Committee, and a member of Nominating Committee. Mr Tan is considered independent pursuant to Rule 704(7) of the Catalist Rules.

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT Mr Tan Chade Phang be re-elected as a Director of the Company.”

5. RESOLUTION 5 – RE-APPOINTMENT OF AUDITORS

The Chairman informed the Meeting that Resolution 5 was to seek Shareholders’ approval for the re-appointment of Messrs Moore Stephens LLP as the Auditors of the Company and to authorise the Directors to fix their remuneration. Messrs Moore Stephens LLP, had expressed their willingness to accept such re-appointment for the ensuing year.

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT Messrs Moore Stephens LLP be hereby re-appointed as Auditors of the Company until the conclusion of the next Annual General Meeting and the Directors be authorised to fix their remuneration.”

6. ANY OTHER BUSINESS

As there was no notice of any other ordinary business to be transacted at the Meeting received, the Meeting proceeded to deal with the special business outlined in the Notice.

SPECIAL BUSINESSES:

7. RESOLUTION 6: AUTHORITY TO ISSUE SHARES

The Chairman explained that proposed Resolution 6 is to seek Shareholders’ approval to authorise the Directors to allot and issue shares pursuant to Section 161 of the Companies Act (the “ Companies Act ”) and Rule 806 of the Listing Manual Section B: Rules of Catalist (“ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”).

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT pursuant to Section 161 of the Companies Act and Rule 806 of the Catalist Rules of the SGX-ST, the Directors of the Company be authorised and empowered to:

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

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

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

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

(the “ Share Issue Mandate ”)

provided always that:

TRITECH GROUP LIMITED Minutes of Annual General Meeting held on 29 July 2025

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  • (1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed one hundred per cent (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), provided that the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company (“ Shareholders ”) (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company;

  • (2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

  • (a) new Shares arising from the conversion or exercise of any convertible securities outstanding at the time this authority is given;

  • (b) (where applicable) new Shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and

  • (c) any subsequent bonus issue, consolidation or subdivision of Shares;

any adjustments made in accordance with sub-paragraphs (2)(a) or (2)(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 the Resolution approving the mandate.

  • (3) in exercising the authority conferred by this Resolution, the Directors shall comply with the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act, and otherwise, and the Constitution for the time being of the Company; and

  • (4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force (i) 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 and the Catalist Rules to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments.”

8. RESOLUTION 7 – AUTHORITY TO GRANT AWARDS AND ISSUE SHARES UNDER TRITECH GROUP PERFORMANCE SHARE PLAN 2021

The Chairman explained that proposed Resolution 7 was to seek Shareholders’ approval to authorise the Directors to grant awards and issue shares pursuant to Tritech Group Performance Share Plan 2021.

Upon being proposed by the Chairman, the following motion was put to vote by way of poll: -

“THAT pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to offer and grant awards under the Tritech Group Performance Share Plan 2021 (the “ Tritech PSP 2021 ”) and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of awards

TRITECH GROUP LIMITED Minutes of Annual General Meeting held on 29 July 2025

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granted by the Company under the Tritech PSP 2021, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be issued pursuant to the Scheme shall not exceed fifteen per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force 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, whichever is earlier.”

ADJOURNMENT OF AGM

Shareholders completed and submitted their polling slips to the Polling Agent.

There being no notice received for the transaction of any other business at the Annual General Meeting, the Chairman adjourned the meeting at 11:45 a.m. to facilitate the tabulation and verification of the voting results.

RE-CONVENING THE AGM AND DECLARATION OF POLL RESULTS

The AGM reconvened at 10.50 a.m. and the Chairman announced the results of the poll to Shareholders as follows:

Resolutions
number and details:
For For Against Against Total
number of
shares
represented
by votes for
and against
the relevant
resolution
Number of
Shares
As a
percentage
of total
number of
votes for
and against
the
resolution
(%)
Number of
Shares
As a
percentage
of total
number of
votes for
and against
the
resolution
(%)
Ordinary Businesses
Resolution 1
Adoption of Directors’
Statement,
Audited
Financial Statements
and Auditors’ Report
for the financial year
ended
31
March
2025
576,656,117 100.00 0 0.00 576,656,117
Resolution 2
Approval of Directors’
fees of S$222,333 for
the
financial
year
ended
31
March
2025
576,656,117 100.00 0 0.00 576,656,117
Resolution 3
Re-election
of
Dr
Wang
Xiaoning
(Jeffrey Wang) as a
Director
of
the
Company
576,656,117 100.00 0 0.00 576,656,117

TRITECH GROUP LIMITED

Minutes of Annual General Meeting held on 29 July 2025

Page 6 of 8

Resolutions
number and details:
For For Against Against Total
number of
shares
represented
by votes for
and against
the relevant
resolution
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 4
Re-election of Mr Tan
Chade
Phang
as
Director
of
the
Company
576,656,117 100.00 0 0.00 576,656,117
Resolution 5
Re-appointment
of
Messrs
Moore
Stephens
LLP
as
Auditors
of
the
Company
and
to
authorise
the
Directors to fix their
remuneration
576,656,117 100.00 0 0.00 576,656,117
Special Businesses
Resolution 6
Authority to allot and
issue shares
576,656,117 100.00 0 0.00 576,656,117
Resolution 7
Authority
to
grant
awards and issue
shares
under
the
Tritech Group
Performance Share
Plan
2021
(the
TRITECH
PSP
2021”)
414,787,489 100.00 0 0.00 414,787,489

Based on the poll results, the Chairman declared all ordinary resolutions tabled at the AGM carried.

TRITECH GROUP LIMITED Minutes of Annual General Meeting held on 29 July 2025

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CONCLUSION

As all the matters tabled for the Meeting have been duly completed and there being no other business to transact, the Chairman declared the Meeting closed at 10.55 a.m. and thanked everyone for their attendance.

CONFIRMED AS TRUE AND CORRECT RECORD OF THE PROCEEDINGS OF THE MEETING

AW ENG HAI CHAIRMAN


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.

TRITECH GROUP LIMITED Minutes of Annual General Meeting held on 29 July 2025

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Appendix A

Annual General Meeting held on 29 July 2025 – Responses to Question from Shareholders

Question 1

A shareholder enquired whether the Company intends to explore opportunities in the nuclear sector and develop expertise in this area.

Company’s Response

The Chairman responded that while the Company is not directly involved in the nuclear sector, it remains open to opportunities where its core expertise in underground construction and engineering can be applied. If nuclear-related projects require underground construction work, the Company would be wellpositioned to contribute through its specialised capabilities in that area.