Change - Announcement of Appointment::Re-designation as Executive Director and Chief Executive Officer

Issuer & Securities

Issuer/ Manager
TOTM TECHNOLOGIES LIMITED
Securities
TOTM TECHNOLOGIES LIMITED - SG1BF8000005 - 42F
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
21-Oct-2024 20:38:13
Status
New
Announcement Sub Title
Re-designation as Executive Director and Chief Executive Officer
Announcement Reference
SG241021OTHRNFC8
Submitted By (Co./ Ind. Name)
Pierre Prunier
Designation
Executive Director and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
Re-designation as Executive Director and Chief Executive Officer - Mr Irawan Mulyadi

This announcement has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms Charmian Lim (telephone no.: +65 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

Additional Details

Date Of Appointment
22/10/2024
Name Of Person
Irawan Mulyadi
Age
52
Country Of Principal Residence
Indonesia
Date of last re-appointment (if applicable)
25/09/2023
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
Following an internal strategic review of the Group's direction, Mr Irawan Mulyadi ("Mr Irawan") will be re-designated from Non-Executive Director of TOTM Technologies Limited (the "Company") to Executive Director and Chief Executive Officer ("CEO") of the Company.

The Board of Directors (the "Board") of the Company, upon the recommendation of the Nominating Committee ("NC") and having considered Mr Irawan's experience and qualifications, as well as his valuable contributions to the Group as a Non-Executive Director, has approved the re-designation of Mr Irawan as Executive Director and CEO of the Company. Further, the Board and NC has considered Mr Irawan's directorships in multiple companies, primarily in Indonesia and his ability to commit sufficient time and resources to the Group. Mr Irawan has confirmed that his involvement in those companies are mainly from as a passive investor and he will, post appointment as Executive Director and CEO of the Company, be able to commit sufficient time and resources to the Group's affairs.
Whether appointment is executive, and if so, the area of responsibility
Executive. Mr Irawan will be responsible for the Group's overall business and operations, including the Group's strategic direction and planning, investment, acquisitions, and partnerships.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Executive Director and Chief Executive Officer
Professional qualifications
Bachelor of Business Computing from Swinburne University of Technology, Melbourne Australia
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries
Yes. Mr Irawan is the President Director and shareholder of PT. WAN Solutions ("PTWS"), a position he held since October 2009. PTWS has been a strategic partner to the Group for the supply of biometrics identification systems in Indonesia. During the financial year ended 31 May 2024 ("FY2024"), the Group entered into sales transactions with PTWS for sales of digital toolkits totalling US$153,000 (approximately S$204,000). Of which, US$76,000 (approximately S$103,000) was received by the Group from PTWS during FY2024 and US$50,750 (approximately S$66,500) has been received during the current financial year ending 31 May 2025 ("FY2025"). The remaining amount of US$26,250 (approximately S$34,500) is expected to be received subsequent to the delivery of the goods. Mr Irawan has and will continue to abstain from any involvement or deliberations in relation to transactions between PTWS and the Group.

For completeness, Mr Irawan also held the position as director and chief executive officer of PT. International Biometrics Indonesia ("PT IBI"), a subsidiary of the Company, from July 2019 to 3 April 2023 and the position as commissioner from 4 April 2023 to date.
Conflict of interests (including any competing business)
No. Mr Irawan has confirmed that, while the entities in which he has a business interest in are in technology-related fields, those businesses do not involve biometrics technologies and are therefore not competing with the Group's business.
Working experience and occupation(s) during the past 10 years
October 2024 to present: PT. Adhya Java Royal - Director
August 2024 to present: PT. Manusia Titisan Dewa - Director
June 2024 to present: PT. Royal Pilar Capital - Director
April 2024 to present: PT. Legasi Alam Indonesia - Commissioner
March 2024 to present: PT. Barata Sentosa Kencana - President Director
February 2024 to present: PT. Pathgen Diagnostik Teknologi - Chairman
October 2023 to present: Sawa Ecosolutions Pte. Ltd. - Non-executive Director
September 2023 to present: Ajari Technologies Pte. Ltd. - Non-executive Director
April 2023 to present: PT IBI - Commissioner
July 2019 to April 2023: PT IBI - Chief Executive Officer and Director
November 2022 to present: PT. Teknologi GoVirtual Indonesia - Director
October 2022 to Present: PT. Bukit Jimbaran Lestari - Director
March 2022 to Present: Nature's Vault (Singapore) Pte Ltd - Director
March 2022 to Present: Nature's Vault Pte. Ltd. - Director
April 2021 to Present: PT. Qualysoft Center of Excellence - President Director
March 2021 to Present: Asa Ren Pte Ltd - Chairman & Co-founder
March 2021 to Present: PT. Terra Lentera Asia - Chairman
January 2021 to present: PT. Semesta Tekno Indoraya - Director
November 2019 to Present: Travel Square - Chairman
October 2013 to present: PT. Cantika Abadi - Commissioner
August 2011 to Present: PT. Widtech Indonesia - President Commissioner
October 2009 to Present: PT. WAN Solutions - President Director
February 2007 to Present: PT. Interaktif Seluler Indonesia - Director
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
Yes
Shareholding interest in the listed issuer and its subsidiaries?
Yes
Shareholding Details
Mr Irawan holds 13,050,000 ordinary shares of the Company. He is deemed interested in 10,784,397 ordinary shares of the Company held by SIES Investech Inc. His spouse, Ms Selina Loh holds 40.0% of the total share capital of SIES Investech Inc.

Additionally, Mr Irawan holds 5,000,000 share options under the Company's Employee Share Option Scheme 2021 and 8,000,000 share awards under the Company's Performance Share Plan 2021 ("PSP 2021").

As announced on 15 May 2024, the Company had granted up to 20,000,000 share awards to Mr Irawan pursuant to PSP 2021, of which 60% of the awards have vested 3 months from the date of grant. A remaining 40% of the awards or 8,000,000 share awards have yet to be vested as at the date of this announcement.
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8).
Past (for the last 5 years)
PT. International Biometrics Indonesia
Present
1. Asa Ren Pte Ltd
2. PT. Bukit Jimbaran Lestari
3. PT. Interaktif Seluler Indonesia
4. Nature's Vault (Singapore) Pte Ltd
5. Nature's Vault Pte. Ltd.
6. PT. Legasi Alam Indonesia
7. PT. Qualysoft Center of Excellence
8. Travel Square
9. PT. Terra Lentera Asia
10. PT. WAN Solutions
11. PT. Widtech Indonesia
12. Sawa Ecosolutions Pte. Ltd.
13. Ajari Technologies Pte. Ltd.
14. PT. Adhya Java Royal
15. PT. Manusia Titisan Dewa
16. PT. Cantika Abadi
17. PT. Semesta Tekno Indoraya
18. PT. Teknologi GoVirtual Indonesia
19. PT. Royal Pilar Capital
20. PT. Pathgen Diagnostik Teknologi
21. PT. Barata Sentosa Kencana
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
No
(c) Whether there is any unsatisfied judgment against him?
No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
No
(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
No
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
No
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
No
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
No
Any prior experience as a director of an issuer listed on the Exchange?
Yes
If Yes, Please provide details of prior experience
Mr Irawan has been a Director of the Company since 6 April 2023, and completed the mandatory training on the role and responsibilities of a director of a listed company as prescribed by the SGX-ST in 2023.