Medtecs International : Minutes of SGM

MEDTECS INTERNATIONAL CORPORATION LIMITED

(the "Company")

(Incorporated in Bermuda)

MINUTES OF SPECIAL GENERAL MEETING OF THE COMPANY

PLACE	: Seletar Room, Holiday Inn Atrium, 317 Outram Rd, Singapore
		169075 and broadcasted via "live" webcast
DATE	:	29 September 2022
TIME	:	3.00 p.m.
PRESENT	:	As set out in the attendance records maintained by the
		Company Secretary.
IN ATTENDANCE	:	As set out in the attendance records maintained by the
		Company Secretary.
CHAIRMAN	:	Mr Lim Tai Toon

1. INTRODUCTION
   Mr Lim Tai Toon, the Lead Independent Director of the Company, presided over the meeting as Chairman ("Chairman of Meeting") pursuant to Bye-Law 62 of the Bye-Laws of the Company.
   On behalf of the Board, the Chairman of Meeting welcomed all the shareholders of the
   Company (the "Shareholders") present at the Company's Special General Meeting (the "SGM" or "Meeting") by way of electronic means.
   It was noted that in compliance with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company's SGM was being conducted via live webcast.
   The Company's share registrar had verified that there were sufficient members present by proxy to form a quorum under the Company's Bye-laws. The Chairman of Meeting declared the Meeting open and introduced the Directors present.
2. OPENING ADDRESS BY EXECUTIVE CHAIRMAN
   Mr Clement Yang Ker-Cheng, the Executive Chairman and Executive Director of the Company (the "Chairman"), gave a brief opening address on the proposed resolutions to be tabled at the
   Meeting for shareholders' approval.
3. NOTICE OF MEETING AND QUESTIONS FROM SHAREHOLDERS
   The Notice of Meeting dated 6 September 2022 was taken as read. As the Company's SGM was being conducted via live webcast, voting at the Meeting would be done only by appointing the Chairman as proxy. Shareholders had been requested to send in their proxy forms at least 48 hours before the Meeting to appoint the Chairman of Meeting to cast votes on their behalf.
   CNP Business Advisory Pte. Ltd. had been appointed as the scrutineer (the "Scrutineer") to observe the conduct of the poll. The proxy forms that were received by the Company as at the cut-off date on 27 September 2022 at 3 p.m. had been counted by the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. and verified by the Scrutineer.

MEDTECS INTERNATIONAL CORPORATION LIMITED

(the "Company")

(Incorporated in Bermuda)

MINUTES OF THE SPECIAL GENERAL MEETING OF THE COMPANY - Page 2

It was noted that the Chairman of Meeting had been directed to vote in accordance with the Shareholders' wishes and that voting on all resolutions at the Meeting were to be carried out by way of poll. The poll results for each resolution would be announced during the course of the Meeting.

The Chairman informed the Shareholders that there would not be a "live" question and answer session at the Meeting. The Company also did not receive any questions from the shareholders as of 15 September 2022 at 5:00 p.m.

4. RESOLUTION 1 (ORDINARY RESOLUTION): THE PROPOSED APPOINTMENT OF JOINT AUDITORS

The Chairman of Meeting presented the first item on the agenda, which was to propose the appointment of Ernst & Young LLP, Singapore as joint auditors of the Company to jointly audit the financial statements of the Group with the existing auditors, Messrs SyCip Gorres Velayo & Co., a member firm of Ernst & Young Global Limited.

The Chairman of Meeting proposed the motion for Resolution 1 and proceeded to put the motion to the vote.

The result of the resolution was as follows:

	Total votes	Percentage of total votes (%)
For the resolution	299,575,893	99.97
Against the resolution	102,400	0.03

Based on the results of the poll, the Chairman of Meeting declared Resolution 1 carried and RESOLVED that Ernst & Young LLP, Singapore be and are hereby appointed as joint auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company, at such remuneration and on such terms to be agreed between the Directors of the Company and Ernst & Young LLP, Singapore.

5. RESOLUTION 2 (SPECIAL RESOLUTION): THE PROPOSED AMENDMENTS TO THE BYE- LAWS

The Chairman of Meeting informed the Meeting that the second and last item on the agenda was a special resolution which dealt with the proposed amendments to the Existing Bye-Laws of the Company. He further informed the Meeting that Resolution 2, being a special resolution, must be passed by not less than three-fourths of the votes cast by members.

The Chairman of Meeting proposed the motion for Resolution 2 and proceeded to put the motion to the vote.

The result of the resolution was as follows:

	Total votes	Percentage of total votes (%)
For the resolution	299,372,323	99.84
Against the resolution	473,970	0.16

Based on the results of the poll, the Chairman of Meeting declared Resolution 2 carried and RESOLVED that the Existing Bye-lawsof the Company be amended in the manner and to the

MEDTECS INTERNATIONAL CORPORATION LIMITED (the "Company")

(Incorporated in Bermuda)

MINUTES OF THE SPECIAL GENERAL MEETING OF THE COMPANY - Page 3

extent set out in Appendix 1 to the Circular to the Shareholders of the Company dated 6 September 2022 be and is hereby approved.

1. ANY OTHER BUSINESS
   The Chairman of Meeting informed the Meeting that there were no further items of ordinary business.
2. TERMINATION
   There being no further business, the Chairman of Meeting declared the Meeting was concluded and closed at 3.15 p.m. and thanked everyone for their attendance.

CONFIRMED AS A TRUE RECORD OF PROCEEDINGS HELD

______________________

LIM TAI TOON CHAIRMAN OF MEETING