General Announcement::Minutes of Annual General Meeting held on 27 October 2021

NOEL GIFTS INTERNATIONAL LTD.

(Company Registration No.: 198303940Z)

(Incorporated in Singapore)

(the "Company")

MINUTES OF ANNUAL GENERAL MEETING

PLACE	:	The Annual General Meeting was held by way of
		electronic means.
DATE	:	Wednesday, 27 October 2021
TIME	:	9.00 a.m.
PRESENT	:	Shareholders/proxies
		As per attendance lists
		Directors
		Mr Wong Siu Hong Alfred
		Ms Wong Phui Hong
		Mr Aric Loh Siang Khee
		Mr Foo Der Rong
NOTICE OF MEETING	:	The Notice convening this meeting was taken as read.
CHAIRMAN	:	Mr Wong Siu Hong Alfred was elected to chair the meeting.

COMMENCEMENT OF MEETING

The Chairman welcomed the Shareholders to the Company's Annual General Meeting.

The Chairman introduced the Board of Directors of the Company to the meeting.

The Chairman noted that Shareholders were invited to submit their questions prior to the meeting and no questions had been received by the Company as at the cut -off time of 9 a.m. on 24 October 2021.

QUORUM

As a quorum was present, the Chairman declared the meeting open.

PROCEEDINGS OF MEETING

The Chairman noted that the Notice convening the meeting, having been in the shareholders' hands for the statutory period, was taken as read.

The Chairman noted that as Chairman of the Annual General Meeting, he had been appointed as proxy by shareholders to vote for and against certain resolutions, and to abstain from voting on certain resolutions, to be proposed at the meeting. Accordingly, he would be voting according to their directions stated in the proxy forms.

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The Chairman noted that proxies lodged had been checked and found in order.

It was noted that Complete Corporate Services Pte. Ltd. ("Complete Corporate") had been appointed as the Polling Agent and Moore Stephens LLP ("Moore Stephens") had been appointed as the Scrutineers.

It was noted that the poll voting paper signed by the Chairman based on the directions given in the proxy forms had been submitted to Complete Corporate and scrutinised by Moore Stephens. The poll results for each resolution would be announced once the relevant resolution has been tabled.

ORDINARY BUSINESS:

1. DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS TOGETHER WITH AUDITORS' REPORT - RESOLUTION 1
   Resolution 1 on the Agenda was to receive and adopt the Directors' Statement and Audited Financial Statements of the Company and the Group for the financial year ended 30 June 2021 together with the Auditors' Report.
   The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):
   "Resolved that the Directors Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 30 June 2021, together with the Auditors' Report be and are hereby approved and adopted."
2. DECLARATION OF A FIRST AND FINAL DIVIDEND AND A SPECIAL DIVIDEND
   - RESOLUTION 2

Resolution 2 of the Agenda was to declare a first and final dividend of S$0.003 per ordinary share (one-tier tax exempt) and a special dividend of S$0.027 per ordinary share (one-tier tax exempt) for the financial year ended 30 June 2021.

The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):

"Resolved that the declaration of a first and final dividend of S$0.003 per ordinary share (one- tier tax exempt) and a special dividend of S$0.027 per ordinary share (one-tier tax exempt) for the financial year ended 30 June 2021 be and is hereby approved."

3. RE-ELECTION OF DIRECTOR - MR ARIC LOH SIANG KHEE - RESOLUTION 3

Resolution 3 on the Agenda was to re-elect Mr Aric Loh Siang Khee who was retiring by rotation.

It was noted that Mr Aric Loh Siang Khee, who was retiring as a Director of the Company pursuant to Regulation 87 of the Company's Constitution and being eligible, had signified his consent to continue in office and offered himself for re-election. Mr Aric Loh Siang Khee would, upon re-election as Director of the Company, remain as Lead Independent Director of

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the Company, Chairman of the Audit Committee and a member of the Nominating and Remuneration Committees.

The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):

"Resolved that Mr Aric Loh Siang Khee, who retires pursuant to Regulation 87 of the Company's Constitution, be and is hereby re-elected as a Director of the Company."

1. RE-ELECTIONOF DIRECTOR - MS WONG PHUI HONG - RESOLUTION 4 Resolution 4 on the Agenda was to re-electMs Wong Phui Hong who was retiring by rotation.
   It was noted that Ms Wong Phui Hong, who was retiring as a Director of the Company pursuant to Regulation 87 of the Company's Constitution and being eligible, had signified her consent to continue in office and offered herself for re-election. Ms Wong Phui Hong would, upon re- election as a Director of the Company, remain as Executive Director of the Company.
   The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):
   "Resolved that Ms Wong Phui Hong, who retires pursuant to Regulation 87 of the Company's Constitution, be and is hereby re-elected as a Director of the Company."
2. APPOINTMENT OF AUDITORS (ERNST & YOUNG LLP) IN PLACE OF THE RETIRING AUDITORS, DELOITTE & TOUCHE LLP - RESOLUTION 5
   Resolution 5 was to appoint Ernst & Young LLP as the Company's Auditor in place of the retiring Auditor, Deloitte & Touche LLP and to authorise the Directors to fix the Auditor's remuneration.
   It was noted that Ernst & Young LLP had expressed their willingness to take up office and that further details relating to the appointment of Ernst & Young LLP in place of the retiring Auditor, Deloitte & Touche LLP, including the rationale, had been set out in the Appendix to the Notice of Annual General Meeting dated 12 October 2021.
   The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):
   "Resolved that Ernst & Young LLP be and is hereby appointed as Auditor of the Company, in place of the retiring Auditor, Deloitte & Touche LLP, to hold office until the conclusion of the next Annual General Meeting and the Directors be and are hereby authorised to fix their remuneration."

SPECIAL BUSINESS:

6. PAYMENT OF DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 30 JUNE 2022 - RESOLUTION 6

Resolution 6 on the Agenda was to approve the payment of Directors' fees for the financial year ending 30 June 2022. It was noted that the Board of Directors had recommended the

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payment of a sum of S$96,000.00 to be paid as Directors' fees for the financial year ending 30 June 2022, to be paid quarterly in arrears.

The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):

"Resolved that the payment of Directors' fees of S$96,000.00 for the financial year ending 30 June 2022, to be paid quarterly in arrears be and is hereby approved."

7. AUTHORITY TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY PURSUANT TO SECTION 161 OF THE COMPANIES ACT, CAP. 50 AND SUBJECT TO RULE 806 OF THE LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED - RESOLUTION 7

Resolution 7 on the Agenda was to authorise the Directors to issue shares in the Company pursuant to Section 161 of the Companies Act, Cap. 50 and subject to Rule 806, the details of which had been set out in the text of the Ordinary Resolution in item 7 and Explanatory Note (iii) of the Notice of Annual General Meeting.

The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):

"Resolved that pursuant to Section 161 of the Companies Act, Cap. 50 and subject to Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:

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

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares pursuant to any Instruments made or granted by the Directors of the Company while this Resolution was in force,

(the "Share Issue Mandate")

provided that:-

1. the aggregate number of shares (including shares to be issued pursuant to the Instruments, made or granted pursuant to this Resolution) and instruments to be issued pursuant to this Resolution shall not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro-rata basis to existing

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shareholders of the Company shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

1. (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the total number of issued shares and Instruments shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
2. 1. new shares arising from the conversion or exercise of any convertible securities;
   2. new shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
   3. any subsequent bonus issue, consolidation or subdivision of shares;
3. in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and
4. unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force (i) until the conclusion of the next Annual General Meeting ("AGM") of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments."

8. RENEWAL OF SHARE BUY-BACK MANDATE - RESOLUTION 8

Resolution 8 on the Agenda concerns the renewal of Share Buy-Back Mandate in relation to the purchase or acquisition of issued ordinary shares in the capital of the Company, the details of which had been provided in the Appendix A to the Notice of Annual General Meeting.

The following resolution was then passed by way of poll (detailed results of which are appended as an appendix hereto):

"Resolved that:-

1. for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company (the "Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of: