Medtecs International : Scrip Proxy Form

MEDTECS INTERNATIONAL CORPORATION LIMITED

(Incorporated in Bermuda)

PROXY FORM - SPECIAL GENERAL MEETING

IMPORTANT

1. In respect of the SGM of the Company to be held on Thursday, 29 September 2022 at 3.00 p.m. (Singapore time) at Seletar Room, Holiday Inn Atrium, 317 Outram Rd, Singapore 169075 (and any adjournment thereof), notwithstanding the place in which the SGM is to be physically held, other than in respect of the Chairman, Directors and/or representatives of the Company present at such location, this SGM may only be attended by ways of 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 (the "Order"). Printed copies of the Depositor Proxy Form will be sent to Depositors, but printed copies of the Notice of SGM, the Circular and this Proxy Form will not be sent to members. Instead, the Notice of SGM, the Circular and this Proxy Form, along with the Depositor Proxy Form, will be sent to members by electronic means via publication on the Company's website at: https://www.medtecs.com/investor-relations/shareholders-resources/ and the SGXNet. To receive a physical copy of the Circular and/or the Shareholder Proxy Form, please email [e-mail] with your full name, contact number and delivery address.
2. Alternative arrangements relating to attendance at the SGM via electronic means (including arrangements by which the meeting can be electronically accessed via "live" audio-and-video webcast or "live" audio-only stream), submission of questions to the Chairman in advance of the SGM, addressing of substantial and relevant questions at the SGM and voting by appointing the Chairman as proxy at the SGM, are set out in the Notice of SGM.
3. In view of the alternative arrangements put in place under the Order to allow members to participate in the SGM, a member will not be able to attend the SGM in person and will also not be able to vote online on the resolutions to be tabled for approval at the SGM. A member (whether individual or corporate) who wishes to exercise his/her/its vote must appoint the Chairman as his/her/its proxy to attend, speak and vote on his/her/its behalf at the SGM if such member wishes to exercise his/her/its voting rights at the SGM. In appointing the Chairman as proxy, a member must give specific instructions as to voting, or abstentions from voting, in the proxy form, failing which the appointment will be treated as invalid.
4. This proxy form is not valid for use by investors holding shares in the Company ("Shares") through relevant intermediaries (as defined in Section 181 of the Companies Act 1967 of Singapore) ("Investors") (including investors holding and Supplementary Retirement Scheme ("SRS") ("SRS investors")) and shall be ineffective for all intents and purposes if used or purported to be used by them. An Investor who wishes to vote should instead approach his/her relevant intermediary as soon as possible to specify voting instructions. A SRS investor who wishes to vote should approach his/her SRS Operator at least 7 working days before the date of the SGM to submit his/her vote.
5. Please read the notes overleaf which contain instructions on, inter alia, the appointment of the Chairman as a member's proxy to attend, speak and vote on his/her/its behalf at the SGM.

I/We, _____________________________________ (Name) _________________ (NRIC/Passport Number/Co

Reg No) of ______________________ (Address) being a member/members of MEDTECS INTERNATIONAL

CORPORATION LIMITED (the "Company"), hereby appoint the Chairman of the Meeting (the "Chairman") as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the Special General Meeting of the Company to be held at Seletar Room, Holiday Inn Atrium, 317 Outram Rd, Singapore 169075 on Thursday, 29 September 2022 at 3.00 p.m. and at any adjournment thereof (the "SGM").

I/We direct my/our proxy to vote for or against, or abstain from voting on, the Resolutions to be proposed at the SGM as indicated hereunder. Where no specific direction is given, the appointment of the Chairman as your proxy will be treated as invalid.

No.	Resolutions relating to:	For*	Against*	Abstain*

1. The proposed appointment of Joint Auditors (Resolution 1) (Ordinary Resolution)
2. The proposed amendments to the Bye-Laws of the Company (Resolution 2) (Special Resolution)

* Voting will be conducted by poll. If you wish the Chairman of the SGM, as your proxy, to cast all your votes for or against a Resolution, please indicate with a "✓" in the space provided under "For" or "Against". If you wish the Chairman of the SGM as your proxy to abstain from voting on a Resolution, please indicate with a "✓" in the space provided under "Abstain". Alternatively, please indicate the number of shares that the Chairman of the SGM as your proxy is directed to vote "For" or "Against" or "Abstain" from voting. In the absence of specific directions, the appointment of the Chairman of the SGM as your proxy will be treated as invalid.

Dated this day of September 2022Total Number of Shares held

____________________________________

Signature(s) of member(s)

or Common Seal of Corporate Shareholder

IMPORTANT:

Please read notes overleaf.

Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act 2001 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.
2. 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, alternative arrangements have been put in place to allow members to participate at the SGM. Members will not be able to attend the SGM in person and will also not be able to vote online on the resolutions to be tabled for approval at the SGM. A member (whether individual or corporate) must submit his/her/its Proxy Form appointing the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the SGM if such member wishes to exercise his/her/its voting rights at the SGM. Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid. This Proxy Form will be announced together with the Notice of SGM and the Circular and may be accessed at the Company's website at https://www.medtecs.com/investor-relations/shareholders- resources/ and the SGXNet.
3. This proxy form is not valid for use by investors holding shares in the Company through relevant intermediaries (as defined in Section 181 of the Companies Act 1967 of Singapore) ("Investors") and shall be ineffective for all intents and purposes if used or purported to be used by them. An Investor who wishes to vote should instead approach his/her relevant intermediary as soon as possible to specify his/her voting instructions. A SRS investor who wishes to vote should approach his/her SRS Operator at least 7 working days before the date of the SGM to submit his/her vote. This is so as to allow sufficient time for the respective relevant intermediaries to in turn submit a Proxy Form to appoint the Chairman to vote on their behalf by 3.00 p.m. on 27 September 2022.
4. The Chairman of the Meeting, as proxy, need not be a member of the Company.
5. The Proxy Form must be submitted to the Company by post and lodged at the office of the Company's Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632 by no later than 3.00 p.m. on 27 September 2022, being not less than 48 hours before the time appointed for the SGM.
   A member who wishes to submit a Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
7. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the SGM, as certified by The Central Depository (Pte) Limited to the Company.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s), a Depositor or a member accepts and agrees to the personal data privacy terms set out in the Notice of SGM dated 6 September 2022.