MINUTES OF 24 TH ANNUAL GENERAL MEETING (AGM) 29 MARCH 2018, THURSDAY, 4.00PM THE VINE BALLROOM, METROPOLITAN YMCA. In Attendance:

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1 In Attendance: Ordinary Members Representative 1. 4Fingers Pte Ltd Steen Puggaard 2. ABR Holdings Benny Ng 3. Anytime Fitness Singapore Pte Ltd Andrea Bell 4. Asiawide Franchise Consultants Pte Ltd Albert Kong 5. Auto Saver Pte Ltd Bobby Ong 6. Commune LifeStyle Pte Ltd Ernie Koh 7. Crestar Education Group Pte Ltd Wang Wei Liang 8. FT Consulting Pte Ltd John Ong 9. KinderGolf Pte Ltd Donna Lee 10. Kinderland Educare Services Pte Ltd Robert Leong 11. Kinderland Educare Services Pte Ltd Lau Meng Kuan 12. Laura Ashley (Asia) Pte Ltd Andrew Khoo 13. Manhattan Fish Market Franchise Pte Ltd Dickson Low 14. Modern Montessori International John Ong (Proxy) 15. My Gym Singapore Pte Ltd Eric Lim 16. PestBusters Pte Ltd Thomas Fernandez 17. Pet Lovers Centre Pte Ltd John Ong (Proxy) 18. Signarama Asia Pte Ltd Alex Butt 19. SSA Academy Pte Ltd Rafee Salleh 20. Tung Lok Millennium Pte Ltd Andrew Tjioe 21. Xiao Ban Group Pte Ltd Ken Li 22. Zingrill Holdings Pte Ltd Andrew Lee Observers Representative 1. AccAssurance Tan Boon Hai 2. AccAssurance Ong Mei Shueh 3. Bizlink Exhibition Services Pte Ltd Winston Lim 4. Dentons Rodyk & Davidson LLP Yew Woon Chooi 5. Ella Cheong LLC Soh Kar Liang 6. FLA (Singapore) Victor Tay 7. FLA (Singapore) Michelle Kwok 8. FLA (Singapore) Joey He 9. FLA (Singapore) Elle Ng 10. Gateway Law Corporation Natalie Loh 11. Gateway Law Corporation Emily Koh 12. Redz Group Pte Ltd Kim Min Joo 13. Stone Forest AccountServe Pte Ltd Angie Lee 14. Stone Forest AccountServe Pte Ltd Muthusamy Deivanai 15. Stone Forest AccountServe Pte Ltd Lock Chee Wee 16. Stone Forest AccountServe Pte Ltd Yang Li Lian 17. Stone Forest AccountServe Pte Ltd Irene Yap

2 The meeting was called in order at 4.00pm with a registered attendance of 21 Ordinary Members (based on company count) and 17 Observers. 1. AGENDA BRIEFING Ms Michelle Kwok, Assistant GM of FLA, briefed the attendees on the agenda of 24 th AGM: a) To approve and adopt Minutes of 23 rd AGM held on 27 th March 2017; b) To receive Chairman s Report on behalf of the Executive Committee for the year ended 31 Dec 2017; c) To receive and, if approved, pass the Financial Statements for the year 2017; d) To elect Office Bearers for year 2018; e) To appoint Auditor for year 2018 accounts; f) To approve and adopt proposed amendments to the Association s Constitution; g) Any other business 2. APPROVE AND ADOPT MINUTES OF 23 rd AGM Ms Michelle Kwok shared that the 23 rd AGM minutes were sent via to attendees prior to the AGM and hard copies of the minutes can be obtained from the Secretariat if required. Subsequently, a Proposer and Seconder for the approval and adoption of minutes were requested. Mr Andrew Lee from Zingrill Holdings proposed and Mr Steen Puggaard from 4Fingers seconded the motion. The minutes of the 23 rd AGM was announced by Michelle to have been approved and adopted. 3. PRESIDENT S REPORT FOR THE YEAR ENDED 31 DEC 2017 Mr Robert Leong addressed the attendees and thanked the 23 rd EXCO for their time and support amidst their busy schedule for the past year. Robert recap on the two key focus areas identified for FLA during last year s AGM. 1. Develop more programmes/networking activities that will help generate the awareness of utilising franchising as a business growth strategy and enlarge members network

3 1.1. Assist members in their internationalisation plans through various initiatives by collaborating with government agencies and trade associations. Example imap Continue to be an industry enabler and thought leader in franchising and licensing. Example FFM Course. 2. Continue to enhance the FLAsia Show and Awards With these key focus areas, FLA managed to achieve the targeted milestones & strategised growth plans for FLA in 2017, which is part of the four-year strategic plan. Another good news is that Ms Sim Ann, Senior Minister of State, Ministry of Culture, Community and Youth & Ministry of Trade & Industry is the Association Patron from Jan Robert also shared on the events that FLA has organised over the past year. Robert added that three new sub-committees were created based on the respective industry groups Food & Beverage (chaired by Andrew Lee, Zingrill Holdings), Retails Services (chaired by Ernie Koh, Commune Lifestyle)

4 and Education (chaired by Eric Lim, My Gym). This allows FLA to better reach out to the potential members who are considering franchising as a route to expand their businesses. Through the discussions, FLA was able to plan more suitable activities for the relevant member groups. This, in the long run, will benefit FLA members especially with the upcoming LEAD Scheme initiatives where specific programmes and courses will be tailored to suit the needs of the respective industry sectors. Vice-President, Mr Andrew Khoo further elaborated that 2017 was a good year for FLA in the international aspect. The Association participated in a total of 6 overseas trade exhibitions, double of that in 2016, and assisted over 70 companies in their internationalisation journey. Shows include: International Franchise Seoul in Korea, Franchise & Licensing Cambodia, Malaysia International Retail & Franchise Show, Franchise Asia Philippines, Franchise & License Expo Indonesia and FLAsia. These shows are partially funded by IE Singapore through the imap grant where companies are reimbursed up to 50% to 70%, depending on region, of the eligible exhibition fees. FLA s flagship exhibition, FLAsia 2017, has also confirmed its status as one of the most important franchise shows in Asia Pacific; further developing Singapore s standing as the franchise business hub in the region. With 186 participating brands from 22 countries, FLAsia provides an effective platform and continues to be the perfect opportunity for companies to expand their brand locally and internationally. In addition, it also showcased the largest Japan Pavilion 180sqm and a first ever Russia Pavilion. The newly minted educational conference programme as well as numerous live demonstrations from exhibitors have also received much praise from visitors. Coupling the overseas activities, FLA also collaborated with various trade associations such as Restaurant Association of Singapore, Singapore Chinese Chamber of Commerce & Industry, Association of Small & Medium Enterprises and a few others, to heighten the awareness of utilising franchising as a business growth strategy. This can especially be seen in the increase in number of participants for our Fundamentals of Franchise Management (FFM) Course in 2017.

5 There are 12 winning franchise brands and franchise executives at the 2017 FLA Awards Dinner. FLA hopes the Awards continue to recognise the franchising and licensing efforts companies put in and serve as a benchmark for franchise excellence. Robert also shared that FLA has been working very closely with IE Singapore to fine-tune our purposed LEAD programmes and initiatives to better serve the needs of the industry. Mr Victor Tay, FLA s independent Advisor shared further on the areas FLA will be working on in 2018 and beyond: - Increased frequency of seminars and workshops that discuss upcoming trends and topics of concerns such as the usage of technology in franchising and emerging markets. - Availability of a standard franchise and license framework and industry roadmaps to aid companies in evaluating their readiness to franchise and realise their growth potential. - Market research on topics of franchising and licensing interests and potential markets to provide valuable insights for members to be better planned and equipped when expanding their businesses. - Business mission trips including business matching, events and studies for potential franchisees/licensees. - Heighten the awareness of franchising and licensing as a business growth strategy through organising more outreach seminars and workshops. - Assist companies in achieving excellence in their franchise and license standards by setting benchmark and developing an internationally recognised accreditation system. - Continue to be an industry enabler and thought leader

6 4. FINANCIAL STATEMENTS FOR YEAR 2017 Mr Bobby Ong, FLA Honorary Treasurer, presented the audited financials of 2017 and updated members on the figures. He was pleased to share that 2017 was a relatively good year for FLA. Last year, it was shared that FLA hopes to pursue a stronger financial performance in 2017 by improving its revenue streams and reducing expenses across expenditure items, while implementing good policies and practices. With this, FLA managed to close 2017 with a surplus of $35k, which is a considerably big improvement from last year s surplus of $8.7k. With no LEAD funding support as yet in 2017, FLA managed to attain the target of a stronger financial performance through effective cost savings of the expenditure items. The expenses were reduced from $811k in 2016 to $746k in Therefore, although the revenue has decreased in 2017, FLA is still able to generate a profit of $35k in Coming 2018, FLA hopes that with support from the government s LEAD programme, it will have better resources to execute what is necessary to strengthen the industry and FLA. Bobby also thanked the EXCO and Secretariat for their guidance and support. For best practice, Robert requested for a proposer and seconder for the 2017 Financial Statements. Mr Rafee Salleh from SSA Academy proposed and Mr Dickson Low from Revenue Valley seconded the motion. 5. ELECTION OF FLA 2018 EXECUTIVE COMMITTEE The following members were voted into office with a total of 21 votes: Position Name Company & Designation President Robert Leong Kinderland Educare Services Pte Ltd, CEO Vice-President Andrew Tjioe Tung Lok Group, Executive Chairman Vice-President Andrew Khoo Laura Ashley (Asia) Pte Ltd, CEO Honorary Treasurer Bobby Ong Auto Saver Pte Ltd, Managing Director Honorary Secretary Eric Lim My Gym Singapore Pte Ltd, Managing Director Member Dickson Low Revenue Valley Pte Ltd, COO Member Alex Butt Signarama Asia Pte Ltd, Director Member Ernie Koh Commune Lifestyle Pte Ltd, CEO

7 Member Albert Kong Asiawide Franchise Consultants Pte Ltd, CEO Member Andrew Lee Zingrill Holdings Pte Ltd, CEO Member John Ong FT Consulting Pte Ltd, CEO Member Steen Puggaard 4Fingers, CEO 6. APPOINTMENT OF AUDITOR FOR 2018 ACCOUNTS The proposal to appoint AccAssurance LLP as the Auditor for 2018 accounts was proposed by Mr John Ong, FT Consulting and seconded by Mr Rafee Salleh, SSA Academy. 7. PROPOSED AMENDMENTS TO THE ASSOCIATION S CONSTITUTION Michelle shared the following proposed amendments to the Association s Constitution: a) Amendment to Rule 8(1) (i) Addition of Third Vice-President as Office Bearers positions (ii) Increase of EXCO members to no more than 14 from the current number of 12 b) Amendment to Rule 11(6) (i) Addition of Third Vice-President as one of the signatories for cheques signed by FLA c) Amendment to Rule 11 (i) Inclusion of Third Vice-President roles to the Duties of Office Bearers Secretariat did a count of votes for the passing of the amendments and additions to the Constitution. There was a total of 21 votes. With this, the Secretariat will proceed to submit the amended Constitution to the Registry of Societies (ROS) and it will be adopted once it is approved by ROS. Meeting ended at 5.00pm with no other outstanding matters. Approved by: Robert Leong, President Andrew Tjioe, Vice-President Alex Butt, Honorary Secretary Bobby Ong, Honorary Treasurer