Ntegrator International Ltd. - Annual Report 2020

123 NTEGRATOR INTERNATIONAL LTD. (Incorporated in the Republic of Singapore) (Co. Reg. No.: 199904281D) NOTICE OF ANNUAL GENERAL MEETING 12. Authority to Allot and Issue Shares (continued) (4) unless revoked or varied by the Company in a general meeting, such 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 to be held, whichever is earlier. [See Explanatory Note (viii)] (Resolution 15) By Order of the Board Shirley Lim Keng San Kenneth Sw Chan Kit Company Secretaries Singapore, 6 April 2021 Explanatory Notes on Resolutions to be passed: (i) Mr Han Meng Siew will, upon re-election as Director of the Company, remain as Executive Director and Chairman of the Board. Save for these/as disclosed in the Company’s Annual Report, there are no relationships (including immediate family relationships) between Mr Han and the other Directors or, the Company. (ii) Mr Jimmy Chang Joo Whut will, upon re-election as Director of the Company, remain as Executive Director and Managing Director. Save for these/as disclosed in the Company’s Annual Report, there are no relationships (including immediate family relationships) between Mr Jimmy Chang and the other Directors or, the Company. (iii) Ordinary Resolution 4 is to re-elect Mr Charles George St. John Reed, an Independent Director who has served on the Board for more than nine (9) years from the date of his first appointment on 16 June 2003. With effect from 1 January 2022, a director who has served on the Board for an aggregate period of more than nine (9) years will no longer be eligible to be designated as an independent director unless his continued appointment as an independent director has been sought and approved in separate resolutions by (A) all shareholders; and (B) shareholders, excluding the directors and the CEO of the company, and associates of such directors and CEO (as required by Rule 406(3)(d)(iii) of the Catalist Rules which will take effect from 1 January 2022) prior to 1 January 2022. For purposes of the aforesaid Rule 406(3)(d)(iii) of the Catalist Rules, (i) Ordinary Resolution 7 is to seek approval from shareholders of the Company; and (ii) Ordinary Resolution 8 is to seek approval from shareholders of the Company, excluding the Directors and the CEO of the Company, and associates of such Directors and CEO, for the continued appointment of Mr St. John Reed, as an Independent Director of the Company, for a term of three (3) years, with effect from the passing of Ordinary Resolutions 7 and 8, until the conclusion of the third AGM of the Company following the passing of these Resolutions or the retirement or resignation of Mr St. John Reed, whichever is the earlier. Accordingly, the Directors and the CEO of the Company, and their respective associates, will abstain from voting on Ordinary Resolution 8. If all of Ordinary Resolutions 4, 7 and 8 are approved, Mr St. John Reed will, upon re-election as an Independent Director of the Company, remain as the Lead Independent Director, Chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee. He will be considered independent for the purposes of Rule 406(3)(d) and Rule 704(7) of the Catalist Rules. There are no relationships (including immediate family relationships) between Mr St. John Reed and the other Directors or, the Company. If Ordinary Resolution 4 is approved, but Ordinary Resolution 7 and/or Ordinary Resolution 8 is/are not approved, Mr St. John Reed will, upon re-election, remain as a Non-Executive Director. If Ordinary Resolution 4 is not approved, Mr St. John Reed will cease to be a Director with effect from the date of this AGM of the Company, notwithstanding that Ordinary Resolution 7 and/or Ordinary Resolution 8 may be approved by shareholders at the AGM of the Company.