HC Surgical Specialists : Notice of AGM For The Full Year Ended 31 May 2022 Download Notice of AGM | Download Proxy Form

HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

Important Notes to Members

1. The Annual General Meeting is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020.
2. This Notice of Annual General Meeting has been made available on SGXNet and the Company's website and may be accessed at the URLhttps://www.sgx.com/securities/company-announcementsand http://www.hcsurgicalspecialists.com/en/investor-relation/news.A printed copy of this Notice of Annual General Meeting will NOT be despatched to members.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held by way of electronic means on Tuesday, 27 September 2022 at 2.00 p.m. to transact the following businesses:

AS ORDINARY BUSINESS

1. To lay before the meeting the Audited Financial Statements of the Company for the financial year ended 31 May 2022 and the Directors' Statement and the Auditor's Report thereon.

(Please see explanatory note 1)

2. To re-elect the following Directors who are retiring in accordance with the provisions of the Company's Constitution:-

(a)	Dr. Heah Sieu Min (pursuant to Regulation 97)	(Resolution 1)
		(Please see explanatory note 2)
(b)	Mr. Lim Chye Lai, Gjan (pursuant to Regulation 97)	(Resolution 2)
		(Please see explanatory note 3)

3. To approve the payment of Directors' fees of $111,000/- for the financial year ended 31 May 2022. (FY2021:

$111,000/-)

(Resolution 3)

4. To declare a final dividend (tax-exemptone-tier) of $0.012 per ordinary share for the financial year ended

31 May 2022. (FY2021: $0.023 per ordinary share)

(Resolution 4)

5. To re-appoint Messrs BDO LLP as auditors of the Company and to authorise the Directors to fix their

remuneration.

(Resolution 5)

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:-

6. Authority to allot and issue shares

"That, pursuant to Section 161 of the Companies Act 1967 ("Companies Act"), and Rule 806 of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist ("Catalist Rules"), approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors of the Company may in their absolute discretion deem fit, to:

1. issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
2. make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, "Instruments") including but not limited to the creation and issue of options, warrants, debentures or other instruments convertible into shares;

1

HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

1. issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and
2. (Notwithstanding the authority conferred by the Shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided always that:
3. 1. the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed one hundred per cent (100%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company, of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro-rata basis to Shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company, and (subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of determining the aggregate number of shares that may be issued under this paragraph) for the purpose of this resolution, the issued share capital shall be the Company's total number of issued shares excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for:
   2. 1. new shares arising from the conversion or exercise of convertible securities, or
      2. new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules, and
      3. any subsequent bonus issue, consolidation or subdivision of the Company's shares;

1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
2. such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next annual general meeting ("AGM") or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier."

(Resolution 6) (Please see explanatory note 4)

7. Authority to offer and grant options and share awards and to allot and issue shares pursuant to the HC Surgical Specialists Limited Performance Share Plan (the "HCSS Performance Share Plan").

"That:

1. authority be and is hereby given to the Directors of the Company to offer and grant share awards in accordance with the HCSS Performance Share Plan; and
2. approval be and is hereby given to the Directors of the Company to exercise full powers of the Company to allot and issue from time to time such number of shares as may be required to be allotted and issued pursuant to the award of shares under the HCSS Performance Share Plan,

provided that the aggregate number of shares to be issued pursuant to the HCSS Employee Share Option Scheme and the HCSS Performance Share Plan shall not exceed fifteen per cent (15%) of the total number of issued shares excluding treasury shares in the capital of the Company from time to time."

(Resolution 7) (Please see explanatory note 5)

2

HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

8. Authority to offer and grant options and to allot and issue shares pursuant to the HC Surgical Specialists Limited Employee Share Option Scheme (the "HCSS Employee Share Option Scheme").

"That:

1. authority be and is hereby given to the Directors of the Company to offer and grant options in accordance with the provisions of the HCSS Employee Share Option Scheme; and
2. approval be and is hereby given to the Directors of the Company to exercise full powers of the Company to allot and issue from time to time such number of shares in the Company as may be required to be issued pursuant to the exercise of the options under the HCSS Employee Share Option Scheme,

provided that the aggregate number of shares to be issued pursuant to the HCSS Employee Share Option Scheme and the HCSS Performance Share Plan shall not exceed fifteen per cent (15%) of the total number of issued shares excluding treasury shares in the capital of the Company from time to time."

(Resolution 8) (Please see explanatory note 5)

9. The Proposed Renewal of the Share Buy-Back Mandate That:

1. for the purposes of the Catalist Rules and the Companies Act, the Directors of the Company be and are hereby authorised to exercise all the powers of the Company to purchase or acquire its issued and fully paid-up shares not exceeding in aggregate the Maximum Limit (as defined below), at such price(s) as may be determined by the Directors or a committee of Directors that may be constituted for the purposes of effecting purchases or acquisitions of shares by the Company from time to time up to the

Maximum Price (as defined below), whether by way of:

1. a market purchase ("Market Purchase"), transacted on the SGX-ST through the ready market, and which may be transacted through one or more duly licensed stock brokers appointed by the Company for the purpose; and/or
2. an off-market purchase ("Off-Market Purchase"), effected otherwise than on the SGX-ST pursuant to an equal access scheme in accordance with Section 76C of the Companies Act,

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Companies Act and the Catalist Rules as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy-Back Mandate");

1. unless varied or revoked by the Shareholders in a general meeting, purchases or acquisitions of shares pursuant to the Share Buy-Back Mandate may be made, at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
2. 1. the conclusion of the next AGM or the date on which the next AGM of the Company is held or required by law to be held;
   2. the date on which the purchases or acquisitions of shares by the Company pursuant to the Share Buy-Back Mandate are carried out to the full extent mandated; or
   3. the date on which the authority conferred by the Share Buy-Back Mandate is revoked or varied by the Shareholders in a general meeting
      (the "Relevant Period"),

3

HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

1. in this Resolution:
   "Maximum Limit" means that number of shares of the Company representing not more than ten per cent (10%) of the total number of issued shares of the Company (excluding treasury shares and subsidiary holdings) as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company with the applicable provisions of the Companies Act at any time during the Relevant Period, in which event the total number of issued Shares shall be taken to be the total number of issued shares of the Company as altered (excluding any treasury shares that may be held by the Company from time to time and subsidiary holdings);
   "Maximum Price", in relation to a share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:
2. 1. in the case of a Market Purchase, one hundred and five per cent (105%) of the Average Closing Price (as defined below); and
   2. in the case of an Off-Market Purchase pursuant to an equal access scheme, one hundred and twenty per cent (120%) of the Average Closing Price, where:

"Average Closing Price" means the average of the closing market prices of the shares of the Company over the last five (5) Market Days, on which transactions in the shares were recorded, before the day on which the purchase or acquisition of shares was made, or as the case may be, before the day of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five (5) Market Days period and the day on which the purchases are made;

"day of the making of the offer" means the day on which the Company announces its intention to make an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

"Market Day" means a day on which the SGX-ST is open for trading in securities; and

1. the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution."

(Resolution 9) (Please see explanatory note 6)

BY ORDER OF THE BOARD

Ms. Lin Moi Heyang

Company Secretary

Singapore, 5 September 2022

4

HC SURGICAL SPECIALISTS LIMITED

(the "Company")

(Incorporated in the Republic of Singapore) (Company Registration No. 201533429G)

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes:-

1. This Agenda is meant for discussion only as under the provisions of Section 201 of the Companies Act and Regulation 142 of the Company's Constitution, the Audited Financial Statements need to be laid before the meeting and hence, the matter will not be put forward for voting.
2. The key information of Dr. Heah Sieu Min can be found on page 14 in the Annual Report. Dr. Heah Sieu Min will, upon re-election as a Director of the Company, remain as the Executive Director and CEO.
3. The key information of Mr. Lim Chye Lai, Gjan can be found on page 15 in the Annual Report. Mr. Lim Chye Lai, Gjan will, upon re-election as a Director of the Company, remain as the Non-IndependentNon-executive Director, a member of the Audit Committee, Remuneration Committee and Nominating Committee of the Company.
4. The ordinary resolution 6 above is to authorise the Directors of the Company from the date of the above AGM until the next AGM to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate one hundred per cent (100%) of the issued share capital of the Company of which the total number of shares and convertible securities issued other than on a pro-rata basis to existing Shareholders shall not exceed fifty per cent (50%) of the issued share capital of the Company (excluding treasury shares and subsidiary holdings) at the time the resolution is passed, for such purposes as they consider would be in the interests of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next AGM of the Company.
5. The ordinary resolutions 7 and 8 above are to authorise the Directors of the Company to offer and award shares pursuant to the HCSS Performance Share Plan as well as grant options and to issue shares pursuant to the exercise of the options under the HCSS Employee Share Option Scheme, provided that the aggregate number of shares to be issued shall not exceed fifteen per cent (15%) of the Company's issued shares, excluding treasury shares in the capital of the Company from time to time.
6. The ordinary resolution 9 above is to authorise the Directors of the Company from the date of the above AGM until the date of the next AGM, or the date by which the next AGM of the Company is required by law to be held, or the date on which the share buybacks are carried out to the full extent mandated, or the date on which such authority is revoked or varied by the Shareholders in a general meeting, whichever is the earliest, to purchase up to ten per cent (10%) of the total number of issued shares in the capital of the Company (excluding treasury shares and subsidiary holdings). Please refer to the Appendix to this Annual Report for details.

Documents for the AGM

1. The Notice of AGM, Proxy Form, Annual Report and Appendix to the Annual Report have also been made available on the SGXNet as well as the Company's website at the following URLs:-

SGX's website: https://www.sgx.com/securities/company-announcements

Company's website: http://www.hcsurgicalspecialists.com/en/investor-relation/news

Participation in the AGM via live webcast or live audio feed

2. As the AGM will be held by way of electronic means, members will NOT be able to attend the AGM in person. Instead, alternative arrangements have been put in place to allow members to participate at the AGM by:-

1. watching the AGM proceedings via live audio-visual webcast or listening to the AGM proceedings via live audio-only feed;
2. submitting questions in advance of the AGM; and/or
3. appointing the Chairman of the AGM as proxy to vote on their behalf at the AGM.

A quorum is formed by 2 members of the Company being electronically present.

1. Members are required to pre-register their participation in the AGM ("Pre-registration") at this link: https://septusasia.com/hcssagm2022("AGM Registration and Q&A Link") by 2.00 p.m. on 24 September 2022, Saturday ("Registration Deadline") for verification of their status as members (or the corporate representatives of such members).
2. Upon successful verification, each such member or its corporate representative will receive an email by 2.00 p.m. on 26 September 2022, Monday. The email will contain instructions to access the webcast or audio feed of the AGM proceedings. Members or their corporate representatives must not forward the email to other persons who are not members and who are not entitled to participate in the AGM proceedings. Members or their corporate representatives who have pre-registered by the Registration Deadline but do not receive an email by 2.00 p.m. on 26 September 2022, Monday may contact the Company by email at [e-mail].

5