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WILTON RESOURCES CORPORATION LIMITED AGM Information 2025

Oct 15, 2025

67711_rns_2025-10-14_bd052ba1-5af1-4d8a-81fa-e4b2c25aecb4.pdf

AGM Information

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WILTON RESOURCES CORPORATION LIMITED (Company Registration No. 200300950D) (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting (“ AGM ”) of Wilton Resources Corporation Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) will be held at Serangoon Gardens Country Club, Kensington Ballroom 1, Heliconia Wing 2nd Level, 22 Kensington Park Road, Singapore 557271 on Friday, 31 October 2025 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

  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 December 2024, together with the Auditors’ Report thereon. Resolution 1

  2. To approve the payment of Directors’ fees of S$182,500 for the financial year ending 31 December 2025, to be payable quarterly in arrears. (2024: S$133,377) Resolution 2

  3. To re-elect Mr Wijaya Lawrence, who is retiring pursuant to Regulation 91 of the Constitution of the Company and, being eligible, has offered himself for re-election as a Director of the Company. Resolution 3

[See Explanatory Note (i)]

  1. To note the retirement of Mr Ngiam Mia Je Patrick, who is retiring pursuant to Regulation 91 of the Constitution of the Company and has decided not to offer himself for re-election as a Director of the Company.

  2. [See Explanatory Note (ii)]

  3. To re-elect Mr Lau Chin Huat, who is retiring pursuant to Regulation 97 of the Constitution of the Company and, being eligible, has offered himself for re-election as a Director of the Company. Resolution 4

[See Explanatory Note (iii)]

  1. To re-elect Mr Yeo Boon Keong, who is retiring pursuant to Regulation 97 of the Constitution of the Company and, being eligible, has offered himself for re-election as a Director of the Company. Resolution 5

[See Explanatory Note (iv)]

  1. To re-elect Mr Jimmy Rusli, who is retiring pursuant to Regulation 97 of the Constitution of the Company and, being eligible, has offered himself for re-election as a Director of the Company. Resolution 6

[See Explanatory Note (v)]

  1. To re-appoint PKF-CAP LLP as the Independent Auditors of the Company and to authorise the Directors to fix their remuneration. Resolution 7

  2. To transact any other ordinary business which may be properly transacted at an AGM.

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WILTON RESOURCES CORPORATION LIMITED (Company Registration No. 200300950D) (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING (Continued)

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolution as ordinary resolution, with or without any modifications:

  1. Authority to allot and issue shares

That pursuant to Section 161 of the Companies Act 1967 (“ 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 ”), the Directors be and are hereby authorised and empowered to:

  • (a) (i) allot and issue shares in the capital of 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 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 pursuant to any Instrument made or granted by the Directors while this Resolution is in force, provided that:

  • (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 one hundred per centum (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares and Instruments to be issued other than on a pro rata basis to existing shareholders of the Company (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) shall not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below);

  • (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 in pursuance of the 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, if any) at the time of the passing of this Resolution, after adjusting for:

    • (a) new Shares arising from the conversion or exercise of the Instruments or any convertible securities;

    • (b) (where applicable) new Shares arising from the exercise of share options or vesting of share awards, provided the share options or awards (as the case may be) 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;

the adjustments in accordance with sub-sections (2)(a) and (2)(b) above 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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WILTON RESOURCES CORPORATION LIMITED (Company Registration No. 200300950D) (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING (Continued)

  • (3) in exercising the authority conferred by this Resolution, 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), all applicable legal requirements under the Companies Act and the Company’s Constitution for the time being in force; and

  • (4) unless revoked or varied by the Company in a general meeting, the authority conferred by this Resolution shall continue in force (i) 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 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. Resolution 8

[See Explanatory Note (vi)]

By Order of the Board

Lee Wei Hsiung Chin Yee Seng Company Secretaries Singapore, 15 October 2025

Explanatory Notes:

  • (i) Mr Wijaya Lawrence will, upon re-election as a Director, remain as the Executive Chairman and President of the Company, and a member of the Remuneration Committee. Please refer to Corporate Governance Report on pages 27 to 36 in the Annual Report for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.

  • (ii) Mr Ngiam Mia Je Patrick has decided to retire at the conclusion of the AGM and will not be seeking for re-election. Mr Ngiam Mia Je Patrick will, upon his retirement as a Director, cease to be a Non-Executive Director and a member of the Nominating Committee at the conclusion of the AGM.

  • (iii) Mr Lau Chin Huat will, upon re-election as a Director, remain as the Lead Independent Non-Executive Director, Chairman of the Nominating Committee and a member of the Audit Committee and the Remuneration Committee. Mr Lau Chin Huat has no relationship (including immediate family relationships) with the rest of the Directors, the Company, its related corporation, its substantial shareholders or its officers. The board of directors of the Company (the “ Board ”) considers Mr Lau Chin Huat to be independent for the purpose of Rule 704(7) of the Catalist Rules. Please refer to Corporate Governance Report on pages 27 to 36 in the Annual Report for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.

  • (iv) Mr Yeo Boon Keong will, upon re-election as a Director, remain as an Independent Non-Executive Director, Chairman of the Audit Committee and a member of the Nominating Committee and the Remuneration Committee. Mr Yeo Boon Keong has no relationship (including immediate family relationships) with the rest of the Directors, the Company, its related corporation, its substantial shareholders or its officers. The Board considers Mr Yeo Boon Keong to be independent for the purpose of Rule 704(7) of the Catalist Rules. Please refer to Corporate Governance Report on pages 27 to 36 in the Annual Report for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.

  • (v) Mr Jimmy Rusli will, upon re-election as a Director, remain as an Independent Non-Executive Director, Chairman of the Remuneration Committee and a member of the Audit Committee and the Nominating Committee. Mr Jimmy Rusli has no relationship (including immediate family relationships) with the rest of the Directors, the Company, its related corporation, its substantial shareholders or its officers. The Board considers Mr Jimmy Rusli to be independent for the purpose of Rule 704(7) of the Catalist Rules. Please refer to Corporate Governance Report on pages 27 to 36 in the Annual Report for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.

  • (vi) Ordinary Resolution 8 proposed in item 10 above, if passed, will empower the Directors from the date of this AGM until the date of the next AGM, or the date by which the next AGM is required by law to be held or such 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, one hundred per centum (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any), of which up to fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) may be issued other than on a pro rata basis to shareholders of the Company.

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WILTON RESOURCES CORPORATION LIMITED (Company Registration No. 200300950D) (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING (Continued)

For the purpose of determining the aggregate number of Shares and Instruments that may be issued, the percentage of the aggregate number of Shares and Instruments will be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) at the time this Resolution is passed, after adjusting for new Shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards which are outstanding or subsisting at the time when this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Shares.

Notes:

  1. The AGM will be held, in a wholly physical format. Members of the Company (“ Members ”) are invited to attend physically at the AGM. There will be no option for shareholders to participate virtually.

  2. Printed copies of the Company’s 2024 Annual Report, which contains this Notice of AGM and the Proxy Form, will be sent to Members by post. These documents will also be published on the Company’s website at the URL https://www.wilton.sg and also on SGXNet at the URL https://www.sgx.com/securities/company-announcements.

  3. Submission of Questions in Advance

  4. Members may submit questions related to the resolutions to be tabled for approval at the AGM, in advance of the AGM, by email to the Company at [email protected].

When submitting the questions, please provide the Company with the following details, for verification purpose:-

  • (i) Full name;

  • (ii) NRIC number;

  • (iii) Current address;

  • (iv) Contact number; and

  • (v) Number of shares held.

Please also indicate the manner in which you hold shares in the Company (e.g. via CDP, CPF or SRS).

All substantial and relevant questions must be submitted to the Company by 22 October 2025 (“ Cut-Off Time ”), as this will allow the Company sufficient time to address and respond to these questions on or by 27 October 2025, before trading hours. The Company will respond to substantial and relevant questions received from Members on the Company’s website at URL https://www.wilton.sg and on SGXNet at URL https://www.sgx.com/securities/company-announcements by 27 October 2025, before trading hours. The Company will address any subsequent clarifications sought, or substantial and relevant follow-up questions (relating to the resolutions to be tabled for approval at the AGM) received after the Cut-Off Time which have not already been addressed prior to the AGM, as well as those substantial and relevant questions received at the AGM, during the AGM. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

  1. A member of the Company (other than a Relevant Intermediary*) entitled to attend and vote at the AGM may appoint not more than two proxies to attend, speak and vote in his/her stead. Where a member appoints more than one proxy, he/she shall specify the proportion of his/her shareholding to be represented by each proxy in the form of proxy. A member of the Company, which is a corporation, is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.

  2. An investor who holds shares under the Central Provident Fund Investment Scheme (“ CPF Investor ”) and/or the Supplementary Retirement Scheme (“ SRS Investor ”) (as may be applicable) and wishes to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks and/or SRS Operators to submit their votes by 21 October 2025 (being at least seven (7) working days before the AGM). CPF Investor and SRS Investor may submit their questions related to any resolution set out in the Notice of AGM prior to the AGM by email to the Company at [email protected].

  3. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the proxy form is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the proxy form is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

  4. The instrument appointing a proxy must be:

  5. (i) if sent personally or by post, be deposited at the registered office of the Company at 62 Ubi Road 1, Oxley Bizhub 2, #09-14, Singapore 408734; or

  6. (ii) if submitted by email, be received by the Company at [email protected],

in either case, by 10.00 a.m. on Wednesday, 29 October 2025 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) (or at any adjournment thereof), and in default the instrument of proxy shall not be treated as valid.

Members are strongly encouraged to submit completed proxy forms electronically via email to the Company.

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WILTON RESOURCES CORPORATION LIMITED (Company Registration No. 200300950D) (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING (Continued)

  • A Relevant Intermediary is:

  • (a) a banking corporation licensed under the Banking Act 1970, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or

  • (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001 and who holds shares in that capacity; or

  • (c) the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

Personal Data Privacy

By (a) attending, speaking or voting at the AGM and/or adjournment thereof; (b) submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof; or (c) submitting any questions prior to, or at, the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof), addressing substantive and relevant questions from members received prior to, or at, the AGM, 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 member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member 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 member will indemnify the Company (or its agents or service providers) in connection with any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of the representation and warranty.

Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member of the Company (such as his name, his presence at the AGM and any questions he may raise or motions he propose/second) may be recorded by the Company for such purpose.

This notice has been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the “ Sponsor ”).

This notice 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 notice, including the correctness of any of the statements or opinions made or reports contained in this notice.

The contact person for the Sponsor is Ms. Goh Mei Xian, ZICO Capital Pte. Ltd. at 77 Robinson Road, #06-03, Robinson 77, Singapore 068896, telephone (65) 6636 4201.

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