Insider Trades

Remarks
Acquisition of issued ordinary shares in the capital of Silverlake Axis Ltd. ("Company") by way of open market purchases and valid acceptances of the voluntary unconditional general offer ("Offer") by E2I Ltd. ("Offeror") for all the issued and paid up ordinary shares ("Shares") in the capital of the Company other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Amount of consideration paid or received by Substantial Shareholder/Unitholder (excluding brokerage and stamp duties): S$890,208,320.76.

Immediately after the transaction

No. of ordinary voting shares/units held: 2472800891 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 98.33000000 (Direct Interest); 0.00000000 (Deemed Interest)

Remarks
Acquisition of issued ordinary shares in the capital of Silverlake Axis Ltd. ("Company") by way of open market purchases and valid acceptances of the voluntary unconditional general offer ("Offer") by E2I Ltd. ("Offeror") for all the issued and paid up ordinary shares ("Shares") in the capital of the Company other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Amount of consideration paid or received by Substantial Shareholder/Unitholder (excluding brokerage and stamp duties): S$890,208,320.76.

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 2472800891 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 98.33000000 (Deemed Interest)

The change in interests took place during the offer period of the voluntary unconditional general offer ("Offer") by United Overseas Bank Limited ("UOB"), for and on behalf of E2I Ltd. ("Offeror"), to acquire all the issued ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company"), other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer.

On 18 November 2024, UOB, for and on behalf of the Offeror, announced that as at 5.30 p.m. (Singapore time) on 18 November 2024 ("Close of Offer Announcement"):

(a) the Offeror had received valid acceptances in respect of 2,441,217,991 Shares, representing approximately 97.08% of the total number of issued Shares (excluding treasury shares). Based on information available to the Offeror, the figure above includes the 1,862,760,568 Shares tendered by Zezz FundQ Pte. Ltd. ("ZFPL") in acceptance of the Offer; and

(b) the Offeror and its concert parties owned, controlled or had agreed to acquire (including by way of acceptances of the Offer) an aggregate of 2,472,800,891 Shares, representing approximately 98.33% of the total number of issued Shares (excluding treasury shares).

The consideration for the Offer was, at the election of the Shareholders:

(a) S$0.36 in cash for each Share; or

(b) in lieu of the above, a combination of S$0.30 in cash and one (1) new redeemable preference share in the capital of the Offeror for each Share.

As at 18 November 2024, the Offeror has two classes of shares, comprising (a) 1,862,760,570 ordinary shares and (b) 471,265,037 redeemable preference shares. ZFPL owns 100% of the ordinary shares in the Offeror.

Accordingly:

(i) ZFPL is deemed to have an interest in the Shares held by the Offeror; and

(ii) following the close of the Offer, pursuant to Section 4 of the Securities and Futures Act 2001 of Singapore, ZFPL is deemed interested in 2,472,800,891 Shares owned or controlled by the Offeror (based on the Close of Offer Announcement).

As at 18 November 2024, the Offeror has two classes of shares, comprising (a) 1,862,760,570 ordinary shares and (b) 471,265,037 redeemable preference shares. ZFPL owns 100% of the ordinary shares in the Offeror. Accordingly, ZFPL is deemed to have an interest in the Shares in the capital of the Company owned or controlled by the Offeror.

In connection with the Offer, ZFPL provided an irrevocable undertaking in favour of the Offeror to, amongst others, (i) accept and/or procure the acceptance of the Offer in respect of all its Shares and not withdraw such acceptance once it has been given and (ii) be allotted and issued such number of ordinary shares in the Offeror equal to the number of Shares tendered by ZFPL in acceptance of the Offer. The aggregate Cash Consideration payable by the Offeror to ZFPL for accepting the Offer in respect of the 1,862,760,568 Shares was set off, in full, against the aggregate subscription price for the ordinary shares in the Offeror allotted and issued to ZFPL.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acquisition of issued ordinary shares in the capital of Silverlake Axis Ltd. ("Company") by way of open market purchases and valid acceptances of the voluntary unconditional general offer ("Offer") by E2I Ltd. ("Offeror") for all the issued and paid up ordinary shares ("Shares") in the capital of the Company other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 2472800891 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 98.33000000 (Deemed Interest)

The change in interests took place during the offer period of the voluntary unconditional general offer ("Offer") by United Overseas Bank Limited ("UOB"), for and on behalf of E2I Ltd. ("Offeror"), to acquire all the issued ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company"), other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer.

On 18 November 2024, UOB, for and on behalf of the Offeror, announced that as at 5.30 p.m. (Singapore time) on 18 November 2024 ("Close of Offer Announcement"):

(a) the Offeror had received valid acceptances in respect of 2,441,217,991 Shares, representing approximately 97.08% of the total number of issued Shares (excluding treasury shares). Based on information available to the Offeror, the figure above includes the 1,862,760,568 Shares tendered by Zezz FundQ Pte. Ltd. ("ZFPL") in acceptance of the Offer; and

(b) the Offeror and its concert parties owned, controlled or had agreed to acquire (including by way of acceptances of the Offer) an aggregate of 2,472,800,891 Shares, representing approximately 98.33% of the total number of issued Shares (excluding treasury shares).

The consideration for the Offer was, at the election of the Shareholders:

(a) S$0.36 in cash for each Share; or

(b) in lieu of the above, a combination of S$0.30 in cash and one (1) new redeemable preference share in the capital of the Offeror for each Share.

ZFPL has two classes of shares, comprising (a) 602,996,927 ordinary shares and (b) 8,270,840 redeemable convertible preference shares ("Merit Sigma RCPS"). Mr Goh Peng Ooi holds 100% of the ordinary shares in ZFPL and Merit Sigma Pte. Ltd. holds 100% of the Merit Sigma RCPS.

As at 18 November 2024, the Offeror has two classes of shares, comprising (a) 1,862,760,570 ordinary shares and (b) 471,265,037 redeemable preference shares. ZFPL owns 100% of the ordinary shares in the Offeror.

Accordingly: (i) Mr Goh Peng Ooi is deemed to have an interest in the Shares held by the Offeror; and (ii) following the close of the Offer, pursuant to Section 4 of the Securities and Futures Act 2001 of Singapore, Mr Goh Peng Ooi is deemed interested in the 2,472,800,891 Shares owned or controlled by the Offeror (based on the Close of Offer Announcement).

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.00000000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer ("Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Mr. Chee Chin Leong has accepted the Offer in respect of all the Shares held directly or indirectly by him and has elected to receive the Combi Consideration for all those Shares. The Combi Consideration consists of S$0.30 in cash and one (1) new redeemable preference share in the capital of the Offeror for each Offer Share.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.00000000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer ("Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Datuk Yvonne Chia has accepted the Offer in respect of all the Shares held directly or indirectly by her and has elected to receive the Cash Consideration of S$0.36 for each of the offer shares.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.00000000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer ("Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Mr. Ong Kian Min has accepted the Offer in respect of all the Shares held directly or indirectly by him and has elected to receive the Combi Consideration for all those Shares. The Combi Consideration consists of S$0.30 in cash and one (1) new redeemable preference share in the capital of the Offeror for each Offer Share.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.00000000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer ("Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Ms. Goh Shiou Ling has accepted the Offer in respect of all the Shares held directly or indirectly by him and has elected to receive the Combi Consideration for all those Shares. The Combi Consideration consists of S$0.30 in cash and one (1) new redeemable preference share in the capital of the Offeror for each Offer Share.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 1600000 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.06400000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer ("Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Mr. Ong Kian Min has accepted the Offer in respect of all the Shares held directly or indirectly by him and has elected to receive the Combi Consideration for all those Shares. The Combi Consideration consists of S$0.30 in cash and one (1) new redeemable preference share in the capital of the Offeror for each Offer Share.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 1899017714 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 75.51000000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Zezz FundQ Pte. Ltd. ("ZFPL") tendered all its 1,862,760,568 Shares in acceptance of the Offer. Accordingly, immediately following the settlement of consideration for the Shares in acceptance of the Offer on 18 September 2024, ZFPL ceased to have any direct interest in the Shares.

On 18 September 2024, United Overseas Bank Limited, for and on behalf of the Offeror, announced that as at 6.00 p.m. (Singapore time) on 18 September 2024 ("Level of Acceptances Announcement"):
(a) the Offeror had received valid acceptances in respect of 1,899,017,714 Shares, representing approximately 75.51% of the total number of issued Shares. Based on information available to the Offeror, the figure above includes the 1,862,760,568 Shares tendered by ZFPL in acceptance of the Offer; and
(b) the Offeror and its concert parties owned, controlled or had agreed to acquire (including by way of acceptances of the Offer) an aggregate of 1,899,698,114 Shares, representing approximately 75.54% of the total number of issued Shares.

ZFPL owns 100% of the equity interest in the Offeror. Accordingly:
(i) ZFPL is deemed to have an interest in the Shares held by the Offeror; and
(ii) following the tender by ZFPL of its Shares in acceptance of the Offer, pursuant to Section 4 of the Securities and Futures Act 2001 of Singapore, ZFPL is deemed interested in the 1,899,017,714 Shares owned or controlled by the Offeror (based on the Level of Acceptances Announcement).

Pursuant to the irrevocable undertaking provided by ZFPL to the Offeror in connection with the Offer, ZFPL has agreed to be allotted and issued 1,862,760,568 new ordinary shares in the Offeror, which is equivalent to the number of Shares tendered by ZFPL in acceptance of the Offer ("Rollover Shares"). The aggregate cash consideration payable by the Offeror to ZFPL for accepting the Offer in respect of the Rollover Shares will be set off, in full, against the aggregate subscription price for the 1,862,760,568 new ordinary shares in the Offeror to be allotted and issued to ZFPL.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Acceptance of take-over offer for Listed Issuer

Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 1899017714 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 75.51000000 (Deemed Interest)

On 9 September 2024, E2I Pte. Ltd. ("Offeror") despatched its Offer Document in relation to its voluntary unconditional general offer ("Offer") for all the issued and paid up ordinary shares ("Shares") in the capital of Silverlake Axis Ltd. ("Company") other than those already held by the Company as treasury shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers.

Zezz FundQ Pte. Ltd. ("ZFPL") tendered all its 1,862,760,568 Shares in acceptance of the Offer. Accordingly, immediately following the settlement of consideration for the Shares in acceptance of the Offer on 18 September 2024, ZFPL ceased to have any direct interest in the Shares.

On 18 September 2024, United Overseas Bank Limited, for and on behalf of the Offeror, announced that as at 6.00 p.m. (Singapore time) on 18 September 2024 ("Level of Acceptances Announcement"):

(a) the Offeror had received valid acceptances in respect of 1,899,017,714 Shares, representing approximately 75.51% of the total number of issued Shares. Based on information available to the Offeror, the figure above includes the 1,862,760,568 Shares tendered by ZFPL in acceptance of the Offer; and

(b) the Offeror and its concert parties owned, controlled or had agreed to acquire (including by way of acceptances of the Offer) an aggregate of 1,899,698,114 Shares, representing approximately 75.54% of the total number of issued Shares.

ZFPL has two classes of shares, comprising (a) 602,996,927 ordinary shares and (b) 8,270,840 redeemable convertible preference shares ("Merit Sigma RCPS"). Mr Goh holds 100% of the ordinary shares in ZFPL and Merit Sigma Pte. Ltd. holds 100% of the Merit Sigma RCPS.

ZFPL owns 100% of the equity interest in the Offeror. Accordingly:

(i) Goh Peng Ooi is deemed to have an interest in the Shares held by both ZFPL and the Offeror; and

(ii) following the tender by ZFPL of its Shares in acceptance of the Offer, pursuant to Section 4 of the Securities and Futures Act 2001 of Singapore, Goh Peng Ooi is deemed interested in the 1,899,017,714 Shares owned or controlled by the Offeror (based on the Level of Acceptances Announcement).

Pursuant to the irrevocable undertaking provided by ZFPL to the Offeror in connection with the Offer, ZFPL has agreed to be allotted and issued 1,862,760,568 new ordinary shares in the Offeror, which is equivalent to the number of Shares tendered by ZFPL in acceptance of the Offer ("Rollover Shares"). The aggregate cash consideration payable by the Offeror to ZFPL for accepting the Offer in respect of the Rollover Shares will be set off, in full, against the aggregate subscription price for the 1,862,760,568 new ordinary shares in the Offeror to be allotted and issued to ZFPL.

The percentage interest before and after the transaction was calculated based on 2,514,757,359 Shares (excluding 181,715,441 treasury shares).

Remarks
Goh Shiou Ling is appointed as the Group Chief Executive Offer with effect from 1 July 2024. Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 630400 (Deemed Interest) As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.02500000 (Deemed Interest)

Goh Shiou Ling is appointed as the Group Chief Executive Offer with effect from 1 July 2024.

Remarks
Vesting of share awards

Immediately after the transaction

No. of ordinary voting shares/units held: 17065738 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.67900000 (Direct Interest); 0.00000000 (Deemed Interest)

Remarks

Remarks
Transfer of 200,000 shares to DBS Nominee Pte. Ltd. (Trust Account). Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 610000 (Deemed Interest) As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.02400000 (Deemed Interest)

Transfer of 200,000 shares to DBS Nominee Pte. Ltd. (Trust Account).

Remarks
Transfer of 630,400 shares to UOB Kay Hian Private Limited (Nominees) account. Immediately after the transaction

No. of ordinary voting shares/units held: 0 (Direct Interest); 630400 (Deemed Interest) As a percentage of total no. of ordinary voting shares/units: 0.00000000 (Direct Interest); 0.02500000 (Deemed Interest)

Transfer of 630,400 shares to UOB Kay Hian Private Limited (Nominees) account.

Remarks
Transfer of 1,600,000 shares to Bank of Singapore Nominees Pte. Ltd. Immediately after the transaction

No. of ordinary voting shares/units held: 200000 (Direct Interest); 1600000 (Deemed Interest) As a percentage of total no. of ordinary voting shares/units: 0.00800000 (Direct Interest); 0.06400000 (Deemed Interest)

Transfer of 1,600,000 shares to Bank of Singapore Nominees Pte. Ltd.

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Vesting of share awards

Immediately after the transaction

No. of ordinary voting shares/units held: 14000000 (Direct Interest); 0 (Deemed Interest)
As a percentage of total no. of ordinary voting shares/units: 0.55700000 (Direct Interest); 0.00000000 (Deemed Interest)

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