Investor Relations

A company’s domicile is the country where it is registered. Re-domiciliation means a transfer of that registration from one country to another country.

The Company is currently an exempted company limited by shares incorporated in Bermuda under the Bermuda Companies Act.

The Company is now seeking the approval of its Shareholders for the re-domiciliation of the Company from Bermuda to Singapore by way of a discontinuance out of Bermuda pursuant to sections 132G and 132H of the Bermuda Companies Act and by transfer of registration into Singapore as a company limited by shares pursuant to Part 10A of the Singapore Companies Act.

Once the re-domiciliation is completed, and starting on the date of registration specified in the notice of transfer of registration issued by the Accounting and Corporate Regulatory Authority of Singapore (“ACRA“), the Company will be deemed to be a public company limited by shares incorporated under the Singapore Companies Act, and will no longer be registered in Bermuda.

Importantly, under Singapore law, re-domiciliation of the Company does not:

• create a new legal entity;
• prejudice or affect the identity of the body corporate constituted by the Company or its continuity as a body corporate;
• affect the property, or the rights or obligations, of the Company; or
• render defective any legal proceedings by or against the Company.

Any legal proceedings that could have been continued or commenced by or against the Company before the re-domiciliation may still be continued or commenced by or against the Company after the Company’s re-domiciliation.

The Board has requested that Shareholders approve the re-domiciliation to Singapore as it considers that registration in Singapore is a better fit compared to Bermuda as it aligns with the operational footprint of the Company. In particular:

• OM Group’s key subsidiaries and core operations are predominantly located in Singapore and Malaysia, not Bermuda;
• most Board members and senior management of the Company are based in Singapore;
• key business decisions and day-to-day management are directed out of Singapore;
• OM Group’s financial books and records are prepared, maintained and audited in Singapore.

Aligning the Company’s registration with where it operates is expected to improve administrative and operational efficiency.

No. The re-domiciliation does not change the Company’s underlying assets, investments, management, financial position, or the proportionate interests of Shareholders in the Company. It is not expected to affect any regulatory licences, permits or approvals needed for the Company’s operations.

No. The re-domiciliation does not create a new company or affect the Company’s legal identity or continuity. Any legal proceedings by or against the Company that could have continued or commenced before the re-domiciliation may still be continued or commenced by or against the Company after the re-domiciliation to Singapore.

The Board considers that the proposed re-domiciliation of the Company from Bermuda to Singapore is in the best interests of the Shareholders for the following reasons:

• Better alignment between the Company’s registration and its operational footprint.
• Increased flexibility under Singapore laws when carrying out any future corporate actions — for example, Singapore law (unlike Bermuda law) has no par value requirement for shares and there is no concept of a share premium, which allows greater flexibility to issue shares without the additional requirement of par value.
• Enhanced shareholder protections. For example, Singapore law allows statutory derivative actions (a way for shareholders to act on the Company’s behalf in certain circumstances), which is generally not available under Bermuda law.
• No material change to Shareholders’ economic rights — dividends will continue to be decided by the directors of the Company based on, among other things, the Group’s profitability, cash flow and capital needs.

The Board does not consider there to be any material disadvantages. However, Shareholders should consider the following potential disadvantages: o Restrictions on future re-domiciliation:

• Singapore law currently has no formal process for a Singapore-registered company to re-domicile or transfer its registration out of Singapore to another country. Accordingly, if the Company determines that Singapore was no longer the most appropriate jurisdiction for registration, the Company would be required to undertake complex corporate restructuring actions, which would be subject to compliance with applicable Singapore and foreign laws, regulatory approvals, and Shareholder approval.
• Different legal framework: following completion of the re-domiciliation, the Company will be governed by Singapore company law instead of Bermuda company law. While the Board believes Singapore law offers similar or stronger shareholder protections, there are differences between the two regimes (refer to section 1.4 of the Notice of SGM for a summary comparison of selected material differences between the company law in Bermuda and Singapore). 
• Transaction costs: the Company will incur transaction costs, including legal and filing fees across Australia, Singapore, Bermuda and Malaysia, plus management time and effort in giving effect to the proposed re-domiciliation.

Once re-domiciled, the Company will be subject to Singapore tax law, including a flat corporate income tax rate of 17% on chargeable income. This differs materially from Bermuda’s tax regime.

Shareholders should consult their own tax adviser to determine the potential tax implications of the proposed re-domiciliation for them, as the personal tax impact will vary depending on each Shareholder’s country of residence, tax status, and applicable tax laws and treaties.

Beyond Shareholder approval, the proposed re-domiciliation requires:

• certain filings to be made with the Registrar of Companies in Bermuda; and
• registration approvals from ACRA, including the reservation of the new company name and transfer of registration approvals.

The Company has sought a waiver from the Singapore Securities Industry Council (“SIC”) for a waiver of the general application of the Singapore Code on Take-overs and Mergers (the “Singapore Code”) to the Company. The SIC has granted the waiver, subject to the Company disclosing in an announcement prior to the proposed re-domiciliation that it has obtained the waiver from the SIC and that the Singapore Code does not apply to the Company upon completion of the re-domiciliation.

If approved by Shareholders and regulators, it is expected that the proposed re-domiciliation will complete in the fourth quarter of 2026. The indicative timetable is set out on pages 12–13 of the Notice of SGM. The timetable is only an estimate and is subject to change and the Company makes no guarantee that the re-domiciliation will occur by this date.

No. The SIC has granted the Company a waiver from the general application of the Singapore Code, on the condition that the Company announces this before the re-domiciliation is completed, as mentioned in A8 above. The Company will make that announcement in due course.

No. The Company will keep its primary listing on Australian Securities Exchange (“ASX“) and its secondary listing on Bursa Malaysia Securities Berhad (“Bursa Malaysia“). The ASX ticker code “OMH” will not change. Shares trading on Bursa Malaysia will continue to trade under the stock code “5298”.

Upon completion of the proposed re-domiciliation, in order for the Company’s securities to continue to be held, cleared and settled electronically through CHESS (the Australian central securities depository), your shares that are held on the Australian Share Register, traded on the Australian Securities Exchange (“ASX“), will be converted to CHESS Depositary Interests (“CDIs“), on a one-for-one basis. A CDI issuer sponsored holding statement or CHESS confirmation advice (as applicable) will be despatched by post to your registered address following the conversion to CDIs. You do not need to take any action for the Share-to-CDI conversion process to happen or to be completed.

A CDI represents and has the same beneficial (economic) ownership as a Share. The legal title to the underlying Share will be held by CHESS Depositary Nominees Pty Limited (“CDN“), an ASX subsidiary, on your behalf. You will continue to receive the same dividends and other entitlements as before. For more information on this, please see section 1.3 of the Notice of SGM (at pages 13–16).

Your shares are not affected and will continue to be held on the Malaysian Share Register, tradeable on Bursa Malaysia Securities Berhad, in the same way as before the re-domiciliation.

No. Whether you hold CHESS Depository Interests or continue to hold shares following the re-domiciliation, you keep the same proportionate economic interest in the Company, including dividend entitlements and rights to participate in corporate actions such as rights issues and bonus issues.

Yes. Holders of CDIs can request to convert their CDIs into Shares, and holders of Shares on the Malaysian Share Register can also request to convert their Shares into CDIs. A Shareholder converting his/her shares to CDIs will be able to trade the CDIs on ASX, and a CDI holder converting his/her CDIs into Shares will only be able to trade those Shares on Bursa Malaysia Securities Berhad.

For more information on how to convert from CDIs to Shares, and vice versa, please see page 14 of the Notice of SGM.

The Company recommends that you consult your own professional tax advisers to determine potential tax implications of the proposed re-domiciliation (including in relation to the conversion of shares to CDIs, or CDIs to shares) for you before deciding how to vote, particularly regarding any conversion between Shares and CDIs.

A CHESS Depositary Interest or CDI is a unit that represents beneficial ownership of one underlying Share, and is what will trade on ASX following completion of the proposed re-domiciliation. CDN, an ASX subsidiary, holds the legal title to the share on your behalf, but you keep all the economic benefits, including dividends and other entitlements, as if you held the underlying share directly. For more details, see section 1.3 of the Notice of SGM (at pages 13–16).

If you are a holder of CDIs, you can convert your CDIs to shares by contacting and instructing the Company’s Australian Registry to convert your CDIs into shares and completing the relevant applicable form. If you are a holder of shares on the Malaysian Share Register and you wish to convert your shares to CDIs, you may do so by contacting and instructing the Malaysian Share Registry and arranging with your Depository Agent to withdraw the Shares from the Malaysian Depository. The standard transmission and administrative fees will be borne by the Company. The conversions are typically completed within three (3) to five (5) business days from receipt of a valid and completed application form. More details are set out in section 1.3 of the Notice of SGM (at page 14).

CDN is the legal holder of the shares underpinning the CDIs. However, under the ASX Listing Rules and the ASX Settlement Operating Rules, the Company as an issuer of CDIs must allow CDI holders to attend any meeting of the holders of shares underlying the CDIs unless relevant Singapore law at the time of the meeting prevents CDI holders from attending those meetings.

To vote at such general meetings, a CDI holder has the following options:

1. the CDI holder may instruct CDN how to vote, using the voting instruction form sent with the notice of general meeting;
2. the CDI holder may notify the Company that he/she wishes to nominate himself/herself or another person to be appointed as CDN’s proxy with respect to their shares to attend and vote at the general meeting; or
3. convert the CDIs into Shares before the record date for the meeting and vote those Shares directly.

See section 1.3 of the Notice of SGM (at pages 14–15) for more details.

Resolution 1 is an ordinary resolution. It requires approval by a simple majority of votes cast by Shareholders

The Company’s existing constitutional documents (i.e. its Memorandum of Association and Bye-Laws) are written to comply with Bermuda law. The re-domiciliation necessitates the Company to amend its existing constitutional documents to bring them in line with the provisions of the Singapore Companies Act. Rather than amending each provision on a piecemeal basis, the Company proposes to adopt a new constitution in the form annexed to the Explanatory Statement and which is appropriate for a Singapore public company limited by shares (“New Constitution“).

If all three proposed Resolutions are approved and passed at the SGM, the New Constitution will replace the Company’s existing Memorandum of Association and Bye-Laws in full, with effect on and from the date the Company is discontinued in Bermuda and registered in Singapore.

For a summary of selected key differences between the Company’s current Bye-Laws and the proposed New Constitution, please see section 2.2 of the Notice of SGM (pages 27–29). For the complete text of the proposed New Constitution, please refer to the annexure to the Explanatory Statement accompanying the Notice of SGM.

Your economic rights, including right to dividends, voting rights, and participation in corporate actions, are not affected. Most of the changes are procedural – for example, shorter annual general meeting notice period, lower poll-demand threshold and dividends payable only from profits. For a comparison of selected key differences between the current Bye-Laws and the New Constitution, please see section 2.2 of the Notice of SGM (at pages 27–29). The Board believes it is in the best interests of the Company and its Shareholders to adopt the New Constitution.

A copy of the proposed New Constitution is annexed to the Explanatory Statement. It is also available on the Company’s website at https://www.omholdingsltd.com/investor-relations/shareholder-services/. Further, a copy will also be made available for inspection at the SGM. Shareholders who are unable to access the document online may contact the Company for alternative arrangements.

Resolution 2 is a special resolution. It requires approval by at least 75% of the votes validly cast by Shareholders.

Owing to the Company’s current name “OM Holdings Limited” not being available for registration in Singapore, a new company name will be adopted upon registration of the Company in Singapore.

Subject to Shareholders’ approval, the Company’s name will change from “OM Holdings Limited” to “OM Materials Holdings Limited”.

If all three Resolutions are approved and passed at the SGM, the name change takes effect from the date the re-domiciliation is completed.

No. The Company’s ASX code “OMH” and Bursa Malaysia code “OMH (5298)” will remain unchanged.

Resolution 3 is a special resolution. It requires approval by at least 75% of the votes validly cast by Shareholders.

The Company expects to announce the results of the SGM on ASX and on Bursa Malaysia Securities Berhad on 15 October 2026 following the conclusion of the SGM, or soon thereafter.

The re-domiciliation, adoption of the New Constitution, and name change will all take effect on and from the date of the Company’s discontinuance in Bermuda and registration in Singapore, currently estimated to be around 14 December 2026. This timetable is indicative only and is subject to change and approval by ACRA.

No. The indicative timetable for the proposed re-domiciliation at pages 12–13 of the Notice of SGM is provided on a ‘best-efforts’ basis and remains subject to change due to the material uncertainty as to the time necessary to achieve each of the milestones. The Company will update the market once these steps have been completed and better clarity as to timelines is provided.

The full Notice of SGM and Explanatory Statement, including the proposed New Constitution, are available on the Company’s website at www.omholdingsltd.com and have also been lodged with ASX and Bursa Malaysia.

Shareholders can email the Company directly at investor.relations@ommaterials.com with any questions about the Notice of SGM and Explanatory Statement or these FAQs.

Yes. You may email your question(s) to investor.relations@ommaterials.com, or if your Shares are held on the Malaysian Share Register, submit questions electronically via the Vistra SRMY Portal (https://srmy.vistra.com). Questions must be submitted by 10.00am (Perth AWST / Malaysia MYT) on Tuesday, 13 October 2026. The Board will endeavour to answer questions received at the SGM, although it may not be possible to respond to all questions.

For details on voting procedures, lodging proxy forms, and participating in the SGM (including remotely), please refer to pages 6-9 of the Notice of SGM.

If you have any questions regarding any of those matters:

• please contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas); or
• if your Shares are held on the Malaysian Share Register and traded on Bursa Malaysia, please contact Vistra Investor & Issuing House Services Sdn Bhd (formerly known as Tricor Investor & Issuing House Services Sdn Bhd) (Mondays to Fridays from 9.00 am to 5.30 pm (Malaysia MYT) (except on public holidays): at
  • General Line : +603-2783 9299
  • Email : is.enquiry@vistra.com
  • Contact persons :
    • Mr Harraz Iman : +603-2783 9242 (muhammad.harraz.iman@vistra.com)
    • Mr Ali Iqram Haziq : +603-2783 9145 (ali.iqram.haziq@vistra.com)
    • Ms Vivien Khoh : +603-27839250 (vivien.khoh@vistra.com)

Yes, if you are in any doubt about how to vote, or about the financial, tax or legal effect or implications of any of the Resolutions on your personal circumstances, you should consult your own professional advisers.