Kitchen Culture : Extraordinary/Special General Meeting - Notice of EGM

KITCHEN CULTURE HOLDINGS LTD.

(Company Registration Number 201107179D) (Incorporated in the Republic of Singapore)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of Kitchen Culture Holdings Ltd. (the "Company") will be held by way of electronic means on Monday, 27 July 2020 at 10.00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions:

All capitalised terms used in this notice which are not otherwise defined shall have the same meanings as ascribed to them in the Company's circular to its shareholders dated 10 July 2020.

ORDINARY RESOLUTIONS

RESOLUTION 1: PROPOSED CONVERSION OF THE SHAREHOLDER'S LOANS INTO NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT THE ISSUE PRICE OF S$0.070 PER SHARE

THAT, contingent upon the passing of Ordinary Resolution 2:

(a) approval be given to the directors of the Company ("Directors") for the purposes of Rules 804, 805, 812 and 906 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited ("SGX-ST") ("Catalist Rules") and Section 161 of the Companies Act (Chapter 50) of Singapore ("Companies Act") to allot and issue new ordinary shares in the capital of the Company ("Shares") ("Debt Conversion Shares") to Mr Lim Wee Li ("LWL") in repayment of the shareholder's loans amounting to an aggregate of S$4,630,406.33 owed by the Company to LWL ("Shareholder's Loans"), in whole or in part, pursuant to and subject to the terms and conditions of the debt conversion deed dated 2 April 2020 entered into between the Company and LWL, as follows:

• (i) the conversion of the entire Shareholder's Loans into 66,148,657 Debt Conversion Shares to be allotted and issued to LWL, at the issue price of S$0.070 per Debt Conversion Share ("Issue Price"), fractional entitlements to be disregarded, subject to, inter alia, a whitewash waiver being granted by the SIC to LWL and his concert parties from the requirement to make a mandatory general offer for the Shares under Rule 14 of the Takeover Code if LWL's, and his concert parties', voting rights in the Company will increase to 30% or more based on the enlarged Share Capital of the Company due to the Proposed Debt Conversion, and subject to any conditions that the SIC may impose which are reasonably acceptable to LWL, including the passing of Ordinary Resolution 3 at the EGM ("Scenario 1");

• (ii) In the event that the Whitewash Waiver is not granted by the SIC and/or the non-fulfilment of any condition as may be imposed by the SIC thereon, including the passing of Ordinary Resolution 3 at the EGM, the conversion of the partial amount of S$2,660,000 of the Shareholder's Loans into 38,000,000 Debt Conversion Shares to be allotted and issued to LWL at the Issue Price, fractional entitlements to be disregarded ("Scenario 2");

• (b) the Directors and each of them be authorised to take such steps, enter into all such transactions, arrangements and agreements and execute all such documents as may be necessary, desirable or expedient in the interests of the Company to give effect to this Ordinary Resolution 1; and

• (c) the Directors or any of them be authorised to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they or he may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Proposed Debt Conversion and any of all matters set out in this Ordinary Resolution 1 as they or he may think fit.

RESOLUTION 2: PROPOSED TRANSFER OF CONTROLLING INTEREST TO MR LIM WEE LI

THAT, contingent upon the passing of Ordinary Resolution 1:

• (a) approval be given under Rule 803 of the Catalist Rules for the Proposed Transfer of Controlling Interest to LWL; and

• (b) for the Directors and each of them be authorised to take such steps, enter into all such transactions, arrangements and agreements and execute all such documents as may be necessary, desirable or expedient in the interests of the Company to give effect to this Ordinary Resolution 2.

RESOLUTION 3: PROPOSED WHITEWASH RESOLUTION FOR THE WAIVER OF THE RIGHTS OF THE INDEPENDENT SHAREHOLDERS OF THE COMPANY TO RECEIVE A MANDATORY GENERAL OFFER FROM MR LIM WEE LI FOR THE REMAINING ISSUED AND PAID-UP SHARES OF THE COMPANY NOT ALREADY OWNED, ACQUIRED OR AGREED TO BE ACQUIRED BY MR LIM WEE LI, AS A RESULT OF THE PROPOSED DEBT CONVERSION

THAT, contingent upon the passing of Ordinary Resolution 1 and Ordinary Resolution 2, the Shareholders hereby (on a poll taken) unconditionally and irrevocably waive their rights to receive a mandatory general offer under Rule 14 of the Takeover Code from LWL, in respect of the remaining issued and paid-up shares of the Company not already owned, acquired or agreed to be acquired by LWL, as a result of the issue of Debt Conversion Shares pursuant to the Proposed Debt Conversion under Scenario 1.

RESOLUTION 4: PROPOSED DIVERSIFICATION OF BUSINESS

THAT:

• (a) approval be given for the diversification by the Company and its subsidiaries of its core business to include business comprising the trading of medical and related supplies, which includes activities such as sourcing, manufacturing, formulating, branding, selling, distribution, wholesale and/or retail of medical, healthcare and related supplies (the "Proposed New Business"), and any other activities related to the Proposed New Business;

• (b) the Company be authorised to invest in, purchase or otherwise acquire or dispose of, from time to time any such assets, investments and shares/interests in any entity that is in the Proposed New Business on such terms and conditions as the Directors deem fit, and such Directors be authorised to take such steps and exercise such discretion and do all such acts or things as they deem desirable, necessary or expedient or give effect to such to any such investment, purchase, acquisition or disposal; and

• (c) the Directors or any of them be authorised to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they or he may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Proposed Diversification and any of all matters set out in this Ordinary Resolution 4 as they or he may think fit.

ABSTENTION FROM VOTING

LWL will abstain, and will procure that his associates abstain, from exercising any voting rights on the Ordinary Resolutions 1 and 2 set out in this Notice of EGM. LWL, in his capacity as the Chairman of the EGM, will also not accept any nominations to act as proxy for any Shareholder in voting on the Ordinary Resolutions 1 and 2 unless specific instruction has been given in the Proxy Form as to the manner in which votes are to be cast in respect of the Ordinary Resolutions 1 and 2.

LWL, persons acting in concert with him (if any), and parties not independent of him (if any), will abstain from voting on the Ordinary Resolution 3 set out in this Notice of EGM relating to the Proposed Whitewash Resolution. LWL, in his capacity as the Chairman of the EGM, will also decline to accept appointment as proxies for any Shareholder to vote in respect of the Ordinary Resolution 3, unless specific instruction has been given in the Proxy Form as to the manner in which votes are to be cast in respect of the Ordinary Resolution 3.

By Order of the Board

KITCHEN CULTURE HOLDINGS LTD.

Lim Wee Li

Executive Chairman and Chief Executive Officer 10 July 2020

Notes:

On 3 April 2020, the Singapore Government announced the implementation of "circuit breaker" measures (enhanced safe distancing measures and closure of non-essential workplace premises) to curb the further spread of COVID-19. The COVID-19 (Temporary Measures) Act 2020 was passed by Parliament on 7 April 2020 and the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 was issued by the Minister for Law on 13 April 2020 which provide, among others, legal certainty to enable issuers to make alternative arrangements to hold general meetings where personal attendance is required under written law or legal instruments (such as a company's constitution). A joint statement was also issued on 13 April 2020, and subsequently updated on 27 April 2020, by the Accounting and Corporate Regulatory Authority, the Monetary Authority of Singapore and the Singapore Exchange Regulation providing guidance for listed and non-listed entities on the manner in which general meetings are to be conducted during the period when elevated safe distancing measures are in place.

Printed copies of this notice and the accompanying Circular and Proxy Form will NOT be sent to members. Instead, these documents will be sent to members solely by electronic means via publication on the Company's website at the URLhttps://kcholdings.com.sg/media-centre/announcements.php and will also be made available on the SGXNET at the URLhttps://www.sgx.com/securities/company-announcements.

Alternative arrangements relating to members' participation at the EGM are:

• (a) observing and/or listening to the EGM proceedings contemporaneously via a live webcast and live audio feed of the EGM proceedings ("Live EGM Webcast" and "Live EGM Audio Feed", respectively);

• (b) submitting questions in advance in relation of the resolutions set out in the Notice of EGM; and

• (c) appointing the Chairman of the EGM as proxy to attend, speak and vote on their behalf at the EGM.

Members will be able to participate in the EGM in following manner set out in the paragraphs below.

Live EGM Webcast and Live EGM Audio Feed:

In light of the above developments, the Company is arranging for the Live EGM Webcast and the Live EGM Audio Feed which will take place on Monday, 27 July 2020 at 10.00 a.m. in place of the physical EGM. Members will be able to watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM Audio Feed via mobile phone, tablet, computer or any such electronic device. The Company will not accept any physical attendance by members. Any member seeking to attend the EGM physically in person will be turned away.

In order to do so, members must pre-register online at the URLhttps://sg.conveneagm.com/kitchencultureby 10.00 a.m. on 25 July 2020 (the "Registration Deadline"), being not less than 48 hours before the time appointed for holding the EGM, to enable the Company to verify their members' status.

Following the verification and upon the closure of pre-registration, authenticated members will receive email instructions to access the Live EGM Webcast and the Live EGM Audio Feed of the EGM proceedings by 10.00 a.m. on 26 July 2020 (being 24 hours before the time appointed for the holding of the EGM).

Members are reminded that the EGM proceedings are private. Accordingly, members must not forward the abovementioned email instructions to other persons who are not members and who are not entitled to attend the EGM. This is also to avoid any technical disruptions or overload to the Live EGM Webcast and the Live EGM Audio Feed.

Members who register by the Registration Deadline but do not receive the abovementioned email instructions by 10.00 a.m. on 26 July 2020 may contact the Company's technical support by email [e-mail] assistance.

Persons who hold shares of the Company through relevant intermediaries (as defined in Section 181 of the Companies Act), including investors who buy shares using SRS monies ("SRS Investors"), and who wish to participate in the EGM should, in addition to pre-registering online, contact their respective relevant intermediaries (which would include SRS Operators) through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the EGM.

Submission of Questions in Advance:

Please note that members will not be able to raise questions at the EGM during the Live EGM Webcast or the Live EGM Audio Feed, and therefore it is important for members to pre-register their participation in order to be able to submit their questions in advance of the EGM.

Members may submit questions relating to the items on the Ordinary Resolutions set out in the Notice of EGM in advance at (i)https://sg.conveneagm.com/kitchenculture, (ii) by post to the registered office of the Company at 2 Leng Kee Road, #01-08 Thye Hong Centre, Singapore 159086, or (iii) via email [e-mail]. All questions must be submitted by 24 July 2020, Friday, at 10.00 a.m. (being 72 hours before the time appointed for the holding of the EGM).

A member who wishes to submit his/her/its questions by post or by email is required to indicate his/her/its full name (for individuals)/ company name (for corporates), NRIC/passport number/company registration number, contact number, shareholding type and number of shares held together with his/her/its submission of questions, to the office address or email address provided.

Persons who hold shares of the Company through relevant intermediaries (as defined in Section 181 of the Companies Act), including SRS Investors, can also submit their questions related to the resolutions to be tabled for approval at the EGM based on the abovementioned instructions.

The Company will endeavour to address the substantial and relevant questions before or during the EGM. The responses to questions from members will be posted on the SGXNET and the Company's website soonest possible before the EGM, or if answered during the EGM, to be included in the minutes of the EGM which will be published on the SGXNET and the Company's website within 1 month after the date of the EGM.

Submission of Proxy Forms to Vote:

Members will not be able to vote online or through the Live EGM Webcast or the Live EGM Audio Feed on the Ordinary Resolutions to be tabled for approval at the EGM. Members who wish to exercise their votes must submit a Proxy Form to appoint the Chairman of the EGM to cast votes on their behalf.

Members (whether individual or corporate) appointing the Chairman of the EGM as proxy must give specific instructions as to his manner of voting, or abstentions from voting, in the Proxy Form, failing which the appointment will be treated as invalid.

The Chairman of the EGM, as proxy, need not be a member of the Company.

The instrument appointing a proxy or proxies must be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, it must be executed either under its common seal or signed by its attorney or officer duly authorised.

The Proxy Form, duly executed together with the power of attorney or other authority, if any, under which the instrument of proxy is signed or duly certified copy of that power of attorney or other authority (failing previous registration with the Company), must be submitted:

• (a) by post to the registered office of the Company at 2 Leng Kee Road, #01-08 Thye Hong Centre, Singapore 159086;

• (b) by email [e-mail]; or

• (c) via the Shareholder's account following registration at the URLhttps://sg.conveneagm.com/kitchenculture,

in each case, not less than 48 hours before the time appointed for holding the EGM, i.e. by 10.00 a.m. on 25 July 2020. A member who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed Proxy Forms by post, members are strongly encouraged to submit completed Proxy Forms electronically via email.

Persons who hold shares through relevant intermediaries (as defined in Section 181 of the Companies Act), including SRS Investors, who wish to exercise their votes by appointing the Chairman of the EGM as proxy should approach their respective relevant intermediaries (which would include SRS Operators) through which they hold such shares in order to submit their voting instructions at least 7 working days before the EGM (i.e. by 10.00 a.m. on 16 July 2020) in order to allow sufficient time for their respective relevant intermediaries to in turn submit a Proxy Form to appoint the Chairman of the EGM to vote on their behalf by 10.00 a.m. on 25 July 2020.

The Company shall be entitled to reject the instrument appointing the Chairman of the EGM as proxy if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairlady of the EGM as proxy (such as in the case where the appointor submits more than one instrument of proxy).

A Depositor's name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time appointed for holding the EGM in order for the Depositor to be entitled to attend and vote at the EGM.

IMPORTANT NOTICE: Due to the evolving COVID-19 situation in Singapore, the Company may change the EGM arrangements at short notice. The Company will announce any changes to the holding or conduct of the EGM via the SGXNET. Members are advised to check the SGXNET regularly for updates on the EGM.

The Company wishes to thank all shareholders for their patience and co-operation in enabling the Company to hold the EGM with the optimum safe distancing measures amidst the current COVID-19 pandemic.

Personal Data Privacy:

By (a) submitting a form appointing the Chairman of the EGM as proxy to attend, speak and vote at the EGM and/or any adjournment thereof, or (b) submitting details for the registration to observe the proceedings of the EGM via the Live EGM Webcast or the Live EGM Audio Feed, or (c) submitting any question prior to the EGM in accordance with this notice, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the following purposes:

• (i) processing and administration by the Company (or its agents or service providers) of the appointment of the Chairman of the EGM as proxy for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the EGM (including any adjournment thereof);

• (ii) processing of the registration for purpose of granting access to members (or their corporate representatives in the case of members which are legal entities) to observe the proceedings of the EGM and providing them with any technical assistance where necessary;

• (iii) addressing relevant and substantial questions from members received before the EGM and if necessary, following up with the relevant members in relation to such questions; and

• (iv) enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines by the relevant authorities.

The member's personal data and its proxy's and/or representative's personal data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and/or other agents or bodies for any of the abovementioned purposes, and retained for such period as may be necessary for the Company's verification and record purposes.

This notice 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 notice, including the correctness of any of the statements or opinions made or reports contained in this notice.

The contact person for the Sponsor is Ms. Lee Khai Yinn (Tel [phone]), at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.