Medtecs International : Appendix to Notice of AGM

APPENDIX DATED 15 June 2023

THIS APPENDIX IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.

Capitalised terms appearing on the cover of this Appendix have the same meanings as defined herein.

If you have sold or transferred all your shares in the capital of Medtecs International Corporation Limited (the "Company" and together with its subsidiaries, the "Group"), you should immediately inform the purchaser, transferee, bank, stockbroker or agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Appendix (together with the Annual Report, Notice of Annual General Meeting and accompanying Proxy Forms) may be accessed at the Company's website at the URL https://www.medtecs.com/investor-relations/agm-and-sgm/ and SGXNET.

This Appendix has been prepared by the Company and its contents have been reviewed by the Company's Sponsor, R & T Corporate Services Pte. Ltd. (the "Sponsor") for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "Exchange").

This Appendix has not been examined or approved by the Exchange. The Exchange assumes no responsibility for the contents of this Appendix, including the correctness of any of the statements or opinions made or reports contained in this Appendix.

The contact persons for the Sponsor are Ms. Evelyn Wee Kim Lin (Telephone Number: [phone]) and Mr. Howard Cheam Heng Haw (Telephone

Number: [phone]), R & T Corporate Services Pte. Ltd., 9 Straits View, #06-07 Marina One West Tower, Singapore 018937.

This Appendix has been made available on SGXNET and the Company's website and may be accessed at the URL https://www.medtecs.com/investor-relations/agm-and-sgm/.A printed copy of this Appendix will NOT be despatched to Shareholders.

MEDTECS INTERNATIONAL CORPORATION LIMITED

(Incorporated in Bermuda)

APPENDIX TO THE NOTICE OF ANNUAL GENERAL MEETING DATED 15 JUNE 2023

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

TABLE OF CONTENTS

1.	INTRODUCTION	7
2.	THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE	7
3.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS	22
4.	DIRECTORS' RECOMMENDATION	22
5.	DIRECTORS' RESPONSIBILITY STATEMENT	23
6.	INSPECTION OF DOCUMENTS	23

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DEFINITIONS

In this Appendix, the following definitions shall apply throughout unless the context otherwise requires:

"2022 AGM"	: The FY2021 AGM of the Company held on 29 April 2022
"2022 Appendix"	: The appendix to the Notice of AGM dated 14 April 2022 in
		relation to the proposed renewal of the Share Purchase
		Mandate
"2023 AGM"	: The FY2022 AGM which is to be held on 30 June 2023
"AGM"	: The annual general meeting of the Company
"Annual Report"	: The annual report of the Company for FY2022
"Appendix"	: This appendix to the Notice of AGM dated 15 June 2023
"Appendix 2"	: Has the meaning ascribed to it in Section 2.14 of this Appendix
"associate"	:	(a)	In relation to any Director, chief executive officer,
			Substantial Shareholder or Controlling Shareholder
			(being an individual) means:
			(i)	his immediate family (that is, the person's
				spouse, child, adopted-child,step-child,
				sibling and parent);
			(ii)	the trustees of any trust of which he or his
				immediate family is a beneficiary or, in the
				case of a discretionary trust, is a discretionary
				object; and
			(iii)	any company in which he and his immediate
				family together (directly or indirectly) have an
				interest of 30.0% or more; and
		(b)	In relation to a substantial shareholder or a controlling
			shareholder (being a company) means any other
			company which is its subsidiary or holding company
			or is a subsidiary of such holding company or one in
			the equity of which it and/or such other company or
			companies taken together (directly or indirectly) have
			an interest of 30.0% or more
"Average Closing Price"	:	Has the meaning ascribed to it in Section 2.3.4 of this
		Appendix
"Bermuda Companies Act"	: The Companies Act 1981 of Bermuda, as amended, modified
		or supplemented from time to time
"Board"	: The Board of Directors of the Company as at the Latest
		Practicable Date
"Bye-Laws"	:	The	Bye-Laws	of the Company, as amended, varied or
		supplemented from time to time
"Catalist"	:	The sponsor-supervised listing platform of the SGX-ST
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DEFINITIONS

"Catalist Rules"

"CDP"

"Closing Market Price"

"Controlling Shareholder"

"Depositor Proxy Form"

"Directors" "EPS" "FY" "FY2022" "Group"

"Latest Practicable Date"

"Market Day"

"Market Purchase"

"Maximum Price"

"Memorandum"

"NTA"

"Notice of AGM"

"Off-Market Purchase"

"Proxy Forms"

"Relevant Period"

• Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited's Listing Manual, as amended, modified and supplemented from time to time
• The Central Depository (Pte) Limited
• Has the meaning ascribed to it in Section 2.3.4 of this Appendix
• A person who:
• 1. holds directly or indirectly 15.0% or more of the total voting rights in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or
  2. in fact exercises control over the Company
• The depositor proxy form in respect of the AGM to be despatched to the Depositors
• The directors of the Company as at the Latest Practicable Date
• Earnings per Share
• Financial year ended or ending 31 December
• Financial year ended 31 December 2022
• The Company and its subsidiaries from time to time
• 6 June 2023, being the latest practicable date prior to the issue of this Appendix
• A day on which the SGX-ST is open for trading in securities
• Has the meaning ascribed to it in Section 2.3.3 of this Appendix
• Has the meaning ascribed to it in Section 2.3.4 of this Appendix
• The Memorandum of Association of the Company, as amended, varied or supplemented from time to time
• Net tangible assets
• Notice of the 2023 AGM dated 15 June 2023 as set out on pages 67 to 72 of the Annual Report
• Has the meaning ascribed to it in Section 2.3.3 of this Appendix
• The Shareholder Proxy Form and the Depositor Proxy Form
• The period commencing from the date on which the last AGM was held and expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier, after the

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DEFINITIONS

"Securities Accounts"

"SFA"

"SGX-ST"or "Exchange" "Share Purchase"

"Share Purchase Mandate"

"Share Registrar"

"Shareholders" or "members"

"Shares"

"Shareholder Proxy Form"

"Singapore Companies Act"

"SIC"

"Sponsor"

"Substantial Shareholder"

"Take-Over Code"

"Treasury Shares"

"S$" or "$" and "cents"

date the resolution relating to the Share Purchase Mandate has passed

• Securities accounts maintained by Depositors with CDP, but not including securities sub-accounts maintained with a Depository Agent
• The Securities and Futures Act 2001 of Singapore, as amended, modified or supplemented from time to time
• Singapore Exchange Securities Trading Limited
• The purchase or acquisition by the Company of its Shares pursuant to the Share Purchase Mandate
• The mandate to authorise the Directors to exercise all powers of the Company to purchase or otherwise acquire its issued Shares on the terms of such mandate
• The share registrar of the Company
• Registered holders of Shares in the Company's Register of Members, except that where the registered holder is CDP, the term "Shareholders" or "members" shall, in relation to such Shares, and where the context permits, mean the persons named as Depositors in the Depository Register maintained by the CDP and whose Securities Accounts maintained by the CDP are credited with those Shares
• Ordinary shares in the capital of the Company
• The shareholder proxy form in respect of the AGM to be despatched to Shareholders
• The Companies Act 1967 of Singapore, as amended, modified or supplemented from time to time
• The Securities Industry Council of Singapore
• The sponsor of the Company, R & T Corporate Services Pte. Ltd.
• A person (including a corporation) who has an interest, directly or indirectly, in one or more voting Shares and the total votes attached to such Share(s) is not less than 5.0% of the total votes attached to all the voting Shares (excluding any Treasury Shares)
• The Singapore Code on Take-Over and Mergers, as may be amended or modified from time to time
• A Share that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled
• Singapore dollars and cents, respectively, the lawful currency of Singapore

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