17LIVE GROUP LIMITED(Incorporated as an exempted company in the Cayman Islands)(Company Registration No. 378671)
MINUTES OF ANNUAL GENERAL MEETING
PLACE

:

Suntec City Convention Centre, Meeting Room 336, Level 3
Suntec Singapore Convention & Exhibition Centre
1 Raffles Boulevard, Suntec City
Singapore 039593

DATE

:

Friday, 26 April 2024

TIME

:

10.00 a.m.

PRESENT:

Please see Attendance List attached hereto.

IN ATTENDANCE:

Please see Attendance List attached hereto.

CHAIRMAN:Mr Phua Jiexian, Joseph

QUORUMAs a quorum was present, the Chairman declared the meeting open at 10.00 a.m.
INTRODUCTION
The Chairman introduced the Board of Directors and the Chief Financial Officer (“CFO”) to the Meeting.
NOTICE AND CEO’S PRESENTATIONThe Notice convening the Meeting was taken as read.
The Chairman informed that in his capacity as Chairman of the Meeting, he has been appointed by numerous
shareholders as proxy and would be voting in accordance with their instructions.
The Chairman requested Mr Joji Koda, SVP - Head of Strategic Initiatives and Mr Kenta Masuda, CFO, todeliver a short presentation on the Group’s operations and financial performance for FY2023 respectively.
Copies of the presentation slides, which were released via SGXNET and posted on the Company’s website,
are annexed to these minutes as Appendix “A”. After the presentation, the CFO handed over theproceedings to the Chairman.
Q&A SESSION
The Chairman informed Shareholders that the Company did not receive any questions in advance fromshareholders as at 5.00 p.m. as at 15 April 2024. There was one question that was received after the 5.00
p.m. cut off date and the question relates to the current book value per share. The current book value pershare is US$0.51.
Question from one Shareholder at the Meeting was fielded. The question raised and the responses areattached to these minutes as Appendix “B”.

17LIVE GROUP LIMITED
Minutes of Annual General Meeting held on 26 April 2024

Page 2 of 6

The Chairman further informed that all resolutions would be put to vote by way of a paper poll and Boardroom
Corporate & Advisory Services Pte. Ltd. and Reliance 3P Advisory Pte Ltd have been appointed as thepolling agent and scrutineer for the poll respectively.
Thereafter, the Chairman explained the polling procedure and how the voting slip was to be completed.
The Chairman then directed the poll on each motion to be taken after all the motions have been formally
proposed and seconded as the poll procedures would take some time to complete.

ORDINARY BUSINESS:
1.

DIRECTORS’ STATEMENTRESOLUTION 1

AND

AUDITEDFINANCIALSTATEMENTS–

ORDINARY

The motion in relation to Ordinary Resolution 1 set out as follows was duly proposed and seconded:“That the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December
2023, together with the Auditor’s Report, be received and adopted.”

2.

RE-ELECTION OF DR LAI MUN FOOK STEVE – ORDINARY RESOLUTION 2

Dr Lai Mun Fook Steve, who was retiring pursuant to Article 28.2 of the Company’s Articles of Association,
had consented to continue in office and will, upon re-election as a Director of the Company, remain as an
Independent Director, Chairman of the Nominating and Remuneration Committees and member of the Audit
Committee and be considered independent.
The motion in relation to Ordinary Resolution 2 set out as follows was duly proposed and seconded:“That Dr Lai Mun Fook Steve be re-elected as a Director of the Company.”

3.

RE-ELECTION OF MR TAN HUP FOI – ORDINARY RESOLUTION 3

Mr Tan Hup Foi, who was retiring pursuant to Article 28.2 of the Company’s Articles of Association, hadconsented to continue in office and will, upon re-election as Director of the Company, remain as the Lead
Independent Director, Chairman of the Audit Committee and member of the Nominating and Remuneration
Committees and be considered independent.
The motion in relation to Ordinary Resolution 3 set out as follows was duly proposed and seconded:“That Mr Tan Hup Foi be re-elected as a Director of the Company.”

17LIVE GROUP LIMITED
Minutes of Annual General Meeting held on 26 April 2024

4.

Page 3 of 6

DIRECTORS’ FEES FOR THE FINANCIAL PERIOD FROM 8 DECEMBER 2023 TO 31
DECEMBER 2023 – ORDINARY RESOLUTION 4

The Board had recommended the payment of Directors’ fees of S$26,065 for the financial period from 8
December 2023 to 31 December 2023.
The motion in relation to Ordinary Resolution 4 set out as follows was duly proposed and seconded:“That the payment of Directors’ fees of S$26,065 for the financial period from 8 December 2023 to 31
December 2023 be approved.”

5.

DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2024 – ORDINARYRESOLUTION 5

The Board had recommended the payment of Directors’ fees of S$473,926 for the financial year ending 31
December 2024, to be paid quarterly in arrears.
The motion in relation to Ordinary Resolution 5 set out as follows was duly proposed and seconded:“That the payment of Directors’ fees of S$473,926 for the financial year ending 31 December 2024, to be
paid quarterly in arrears, be approved.”

6.

RE-APPOINTMENT OF AUDITOR – ORDINARY RESOLUTION 6

The retiring auditor, Messrs Ernst & Young LLP, had expressed its willingness to continue in office.
The motion in relation to Ordinary Resolution 6 set out as follows was duly proposed and seconded:“That Messrs Ernst & Young LLP be re-appointed as the Auditor of the Company and that the Directors be
authorised to fix their remuneration.”

SPECIAL BUSINESS:
7.

AUTHORITY TO ISSUE SHARES – ORDINARY RESOLUTION 7

The Meeting noted that Ordinary Resolution 9 was to authorise the Directors to issue shares pursuant to
Article 3 of the Company’s Articles of Association and Rule 806 of the Listing Manual of the Singapore
Exchange Securities Trading Limited.
The motion in relation to Ordinary Resolution 7 set out as follows was duly proposed and seconded:“That pursuant to Article 3 of Company’s Articles of Association and Rule 806 of the Listing Manual of the
SGX-ST, the Directors of the Company be authorised and empowered to:
(a)

(i)

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

17LIVE GROUP LIMITED
Minutes of Annual General Meeting held on 26 April 2024

(ii)

Page 4 of 6

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 theCompany while this Resolution was in force,provided that:(1)

the aggregate number of shares (including shares to be issued in pursuance of theInstruments, made or granted pursuant to this Resolution) to be issued pursuant to thisResolution shall 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 (ascalculated in accordance with subparagraph (2) below), of which the aggregate number ofshares to be issued other than on a pro rata basis to shareholders of the Company shall not
exceed twenty per cent. (20%) of the total number of issued shares (excluding treasury sharesand subsidiary holdings) in the capital of the Company (as calculated in accordance with subparagraph (2) below);(2)(subject to such calculation as may be prescribed by the SGX-ST) for the purpose ofdetermining the aggregate number of shares that may be issued under sub-paragraph (1)above, the total number of issued shares (excluding treasury shares and subsidiary holdings)
shall be based on the total number of issued shares (excluding treasury shares and subsidiaryholdings) 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;(b)

new shares arising from exercising share options or vesting of share awards, provided
the options or awards were granted in compliance with the Listing Manual; and(c)any subsequent bonus issue, consolidation or subdivision of shares,

provided such adjustments in sub-paragraphs (2)(a) and (b) above are only to be made in
respect of new shares arising from convertible securities, share options or share awards whichwere issued and outstanding or subsisting at the time of the passing of this Resolution;(3)

in exercising the authority conferred by this Resolution, the Company shall comply with theprovisions of the Listing Manual of the SGX-ST for the time being in force (unless suchcompliance has been waived by the SGX-ST), all applicable legal requirements under The
Companies Act (As Revised) of the Cayman Islands and the Articles of Association of theCompany; and17LIVE GROUP LIMITED
Minutes of Annual General Meeting held on 26 April 2024

(4)

Page 5 of 6

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.”

The Chairman invited shareholders to complete their respective poll voting slips and hand over the same tothe polling agent.
The Chairman adjourned the meeting at 10.39 a.m. while the poll votes were being counted and verified.
The Meeting was re-convened at 10.56 a.m. and the Chairman announced the following results:
Resolution 1 – Directors’ Statement and Audited Financial Statements
Number of shares voted in favour
Number of shares voted against::

93,119,952 (99.88%)
107,640 (0.12%)

Based on the results of the poll, Ordinary Resolution 1 was carried.
Resolution 2 – Re-election of Dr Lai Mun Fook Steve as Director
Number of shares voted in favour
Number of shares voted against::

93,223,632 (100.00%)
3,960 (0.00%)

Based on the results of the poll, Ordinary Resolution 2 was carried.
Resolution 3 – Re-election of Mr Tan Hup Foi as Director
Number of shares voted in favour
Number of shares voted against::

93,223,632 (100.00%)
3,960 (0.00%)

Based on the results of the poll, Ordinary Resolution 3 was carried.
Resolution 4 – Directors’ fees for the financial period from 8 December 2023 to 31 December 2023
Number of shares voted in favour
Number of shares voted against::

93,223,632 (99.99%)
5,060 (0.01%)

Based on the results of the poll, Ordinary Resolution 4 was carried.
Resolution 5 – Directors’ fees for the financial year ending 31 December 2024
Number of shares voted in favour
Number of shares voted against::

93,223,632 (99.99%)
5,060 (0.01%)

Based on the results of the poll, Ordinary Resolution 5 was carried.

17LIVE GROUP LIMITED
Minutes of Annual General Meeting held on 26 April 2024

Page 6 of 6

Resolution 6 – Re-appointment of Auditor
Number of shares voted in favour
Number of shares voted against::

93,225,282 (100.00%)
3,410 (0.00%)

Based on the results of the poll, Ordinary Resolution 6 was carried.
Resolution 7 – Authority to issue shares
Number of shares voted in favour
Number of shares voted against::

93,224,182 (100.00%)
4,510 (0.00%)

Based on the results of the poll, Ordinary Resolution 7 was carried.

CONCLUSION
There being no other business to transact, the Chairman declared the Annual General Meeting of theCompany closed at 11.01 a.m.
CONFIRMED AS TRUE RECORD OF PROCEEDINGS HELDPHUA JIEXIAN, JOSEPHCHAIRMANAPPENDIX A

17LIVEGroup Limited
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AnnualGeneral Meeting
uvwxyz2021.09.10
brand & marketing
17LIVE Japan inc.

26 April, 2024

Disclaimer
The information contained in this presentation has not been independently verified. The Company assumes no responsibility
or liability whatsoever (in negligence or otherwise) for, the accuracy or completeness of, or any errors or omissions in, any
information or opinions contained herein nor for any loss howsoever arising, whether directly or indirectly, from any use,reliance or distribution of this presentation or its contents or otherwise arising in connection with this presentation. It is not theintention to provide, and you may not rely on this presentation as providing a fair, accurate, complete or comprehensive
analysis of all material information concerning the Company, or the Company's financial or trading position or prospects. The
information and opinions contained in this presentation are provided as at the date of this presentation and are subject tochange without notice.

abcdefghijklmnopqrst
uvwxyzThis presentation contains projections and forward-looking statements that reflect the Company's current views with respect
to future events and financial performance. These views are based on estimates and current assumptions which are subject
to business, economic and competitive uncertainties and contingencies as well as various risks and these may change overtime and in many cases are outside the control of the Company and its directors. You are cautioned not to place undue
reliance on these forward looking statements, which are based on the current view of the management of the Company on
future events. No assurance can be given that future events will occur, that projections will be achieved, or that theCompany's assumptions are correct.

2021.09.10
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17LIVE Japan inc.

abcdefghijklmnopqrst

Joji Koda
SVP - Head of Strategicuvwxyz
Initiatives

2021.09.10
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17LIVE Japan inc.

1

Quality & diversity

2

Proven3

Engaged eco-system

4

Growing

Discover, nurture, and promote high quality streamers anddiversified streamer content

Leader in live streaming platform in Japan and Taiwan combined
With expansion plans in Southeast Asia and USA~93 minAvg. Daily View Duration Per DAU

Profitable

Immersive experience

Tech-enabled
V-Livers

5abcdefghijklmnopqrst
Online + offline
uvwxyzGames

Live commerce

New businessinitiatives that contributes
to profitability growth

Adjusted EBITDA positivesince 20202021.09.10
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17LIVE Japan inc.

Key metrics in FY2023: Profitable and proven ability tomonetize the high-quality user base
Proven business model

Strong user engagement

US$278.9mn~93 min2023 Revenue

Avg. Daily View Duration Per DAU2

US$20.0mn
2023 Adjusted EBITDA1

1)
2)

Spenders

16.1%
of MAU2

Strong Growth Drivers

abcdefghijklmnopqrst+60%2023 V-Liver Revenue
uvwxyz7.1xJapan V-Liver MAS(Dec 2022 vs Dec 2023)

2021.09.10
brand & marketing
EBITDA is defined as operating income before depreciation and amortisation and Adjusted EBITDA as EBITDA net of share-based
payment. Japan inc.
17LIVE
Average for 1H FY2023

Growth drivers: Geographic expansion leveraging
leadership position in Taiwan and JapanUSA

abcdefghijklmnopqrst
uvwxyzHong Kong

ThailandPhilippines
Live streaming market size in Southeast Asia
(By total revenue, US$mn)

Malaysia+19.2%
2023-27F
CAGR

Singapore
Indonesia

Core markets

2,161

1,072

Other growth markets

2021.09.10
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17LIVE Japan inc.
2023F

2027F

Look ahead: With US$102.7 million war chest, 17LIVE iswell capitalized to execute various growth initiatives●

Cultivate Quality Talent: Acquire talent agencies to retain
high-potential streamers & V-Livers, fostering a robust
ecosystem●

Boost User Engagement: Localized content, diverse events,
seamless interaction for deeper connection●

Expand Product Offerings: Grow proprietary V-Liver idolgroups and expand business model into PGC content, livecommerce, merchandise sales●

Invest in Technology: Continuously upgrade infrastructure,leverage AIGC/AR for personalization, develop innovative
streaming tools●

Go Global: Leverage regional expertise, enter high-growthmarkets in Southeast Asia with strategic partnerships & M&A

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uvwxyz2021.09.10
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17LIVE Japan inc.

7

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Kenta Masuda
Chief Financial Officer uvwxyz

2021.09.10
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17LIVE Japan inc.

FY2023 Group Financials - Key Takeaways(in US$’000)

FY2023
ActualShare-based
payment

De-SPAC

Revaluation

FY2023Adjusted

FY2022
ActualFY2022Adjusted

Variance%Variance

Operating revenue

278,927000

278,927

363,718

363,718(84,791)-23.3%

Operating income

13,750

1,609

0

0

15,35910,124

10,964

4,395

40.1%

EBITDA

18,369

1,609

0

0

19,97815,016(247,915)

1,609

11,609245,681

10,984(51,017)

Net income

15,8564,122
26.0%
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uvwxyz
5,683
5,301
93.3%

35.8% increase in operating income of US$13.7 million as compared to US$10.1 million in FY2022••

Attributable to effective cost discipline and economies of scale
Heightened focus on returns on investment

26% increase in adjusted EBITDA to US$20.0 million•

Impacted by increased operating income

Cash and Cash equivalents at US$102.7 million with no outstanding borrowings••

Healthy balance sheet
Improved liquidity to execute on growth drivers

2021.09.10
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17LIVE Japan inc.

Achieved higher adjusted operating income, EBITDA, and net income
with enhanced profitability
Adjusted operating income (*1)(in USD million, % of revenue)

Adjusted EBITDA (*2)(in USD million, % of revenue)+26%

Adjusted net income (*3)(in USD million, % of revenue)

abcdefghijklmnopqrst
uvwxyz+40%+93%

Margin%:

3.0%

5.5%

Margin%:

4.4%

7.2%

Margin%:1.6%

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17LIVE Japan inc.

3.9%(*1) Adjusted operating income = Operating income + Share-based payment(*2) Adjusted EBITDA = Operating income + Depreciation & Amortisation + Share-based payment(*3) Adjusted net income = Profit/loss for the year + Share-based payment + De-SPAC related expense ± Revaluation gain/loss on financial liabilities

SGX listing significantly enhanced health of balance sheet. Improved
liquidity position allows critical navigation in rapidly evolving market
Cash and cash equivalents(in USD million)

Current assets(in USD million)

1.8x
2.6x

Current liability(in USD million)

abcdefghijklmnopqrst-75%
uvwxyz2021.09.10
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17LIVE Japan inc.

Improving margins across all segments, driven by new businesses such as
OrderPally, 17LIVE’s live commerce service*Others include live-commerce (OrderPally, HandsUp), Wave.

Thank you

abcdefghijklmnopqrst
uvwxyz2021.09.10
DBS Bank Ltd. acted as the sole issue
manager
for the business combination of Vertex
brand& marketingTechnology Acquisition Corporation Ltd with 17LIVE Inc.
17LIVE Japan inc.

17LIVE GROUP LIMITED(Incorporated as an exempted company in the Cayman Islands)(Company Registration No. 378671)

APPENDIX “B” TO THE MINUTES OF THE ANNUAL GENERAL MEETING HELD ON 26 APRIL
2024: QUESTIONS RAISEDQuestion: Who are the major competitors in the live streaming industry?

Answer: Our business has a few different segments with live stream
entertainment business as the core business. The live stream
business contributes approximately 90% of our business andwe have more than 80,000 contracted artists, influencers andlive streamers and they provide content on their application overhalf a million hours of live contents on a monthly basis.
In the live streaming industry that drives the bulk of our profits,
TikTok live is our primary competitor in Japan, Taiwan andHong Kong within our core business although there are otherlocal players in the respective markets.
In Japan, there is a listed company by the name, DeNa, a multibillion entity that has a live stream service, Pococha. This is
another competitor that we have in Japan. In Taiwan, we havea listed comparable competitor, Lang Live.

Page 1 of 2

Answer (continued): Beyond our core business, we have 2 other key segments that
we are working to expand our foothold. Firstly, the virtual liver
business where an individual can have a virtual avatar with avoice changer which can conceal the individual’s look and voice
to do a live stream. Virtual live streaming is an evolution of theanime and manga culture in Japan which has a big market in
Japan. 2023 was the first year which the amount of revenue
made in the virtual space within the manga/anime spaceoutside of Japan was larger than in Japan. This market segment
is growing significantly. The virtual live streaming technology
allows us to tap on this market and open up more opportunities
for us. The two largest competitors within this space are billiondollars companies in Japan, AnyColor and Cover. While we do
not have the exact figures, shareholders should check as bothare public listed companies, these two competitors generated
revenues of approximately US$150 to US$200 million in 2023.
We are just starting out in this virtual liver space and is growing
aggressively.
Secondly, the live commerce segment. There is a difference asa facilitator from TikTok Live, Shopee Live and Lazada Live
which are live platforms that require investments. We provide
the tools to collect the orders through live, help to fulfil theorders via our logistics partners and provide the payment
access to our payment channels. We will then take acommission through this entire process. Whilst there are a few
local competitors for this segment, there are no dominatingcompetitors.
We are the only player that is vertically integrated with core live
technology, and we are equipped with the knowledge andexpertise to do so at lower costs.
As we optimize our technology stack, we have additional cash.
This coupled with reduction of cost, we can either reinvest our
cash or distribute the cash. As a growth company in thetechnological space, it is important to continue to advance.
Whilst we constantly optimize and push our margins, weadvocate the capital towards reinvestment and potentially in the
future, we will reconsider our dividend policy.

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