Annual General Meeting :: Voluntary

Notice of Annual General Meeting

OLD CHANG KEE LTD.

(Incorporated in the Republic of Singapore on 16 December 2004)

(Company Registration No. 200416190W)

NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of Old Chang Kee Ltd. (the "Company") will be held by way of electronic means on Thursday, 28 July 2022 at 2.00 p.m. to transact the following businesses:

As Ordinary Business

1. To receive and adopt the Directors' Statement and Audited Financial Statements of the Company for the financial year ended 31 March 2022

together with the Auditors' Report thereon.

(Resolution 1)

2. To declare a final tax-exempt(one-tier) dividend of 1.0 Singapore cent per ordinary share for the financial year ended 31 March 2022 (FY2021:

1.0 Singapore cent per ordinary share).	[See Explanatory Note (i)]
	(Resolution 2)

3. To approve the payment of Directors' fees of S$164,000 for the financial year ending 31 March 2023, payable quarterly in arrears (FY2022:

	S$164,000).	[See Explanatory Note (ii)]
			(Resolution 3)
4.	To re-elect Mr Tan Han Beng, a Director retiring under Regulation 95 of the Constitution of the Company.	[See Explanatory Note (iii)]
			(Resolution 4)
5.	To re-elect Mr Hawazi Bin Daipi, a Director retiring under Regulation 95 of the Constitution of the Company.	[See Explanatory Note (iv)]
			(Resolution 5)
6.	To re-appoint Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.	(Resolution 6)

7. To transact any other ordinary business that may properly be transacted at an annual general meeting.

Notice of Annual General Meeting

As Special Business

ORDINARY RESOLUTION: APPROVAL FOR THE CONTINUED APPOINTMENT OF MS AUDREY YAP SU MING FOR PURPOSES OF RULE 406(3)(d)(iii)

(A) OF THE CATALIST RULES

That contingent upon the passing of Ordinary Resolution 8 below, to pass the following resolution as an Ordinary Resolution, with or without modifications:-

8. To approve Ms Audrey Yap Su Ming's continued appointment as an Independent Director in accordance with Rule 406(3)(d)(iii)(A) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist ("Catalist Rules") by all shareholders of the Company, and such Resolution shall remain in force until the earlier of the following: (i) Ms Audrey Yap Su Ming's retirement or resignation as a Director; or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution.

[See Explanatory Note (v)] (Resolution 7)

ORDINARY RESOLUTION: APPROVAL FOR THE CONTINUED APPOINTMENT OF MS AUDREY YAP SU MING FOR PURPOSES OF RULE 406(3)(d)(iii)

(B) OF THE CATALIST RULES

That contingent upon the passing of Ordinary Resolution 7 above, to pass the following resolution as an Ordinary Resolution, with or without modifications:-

9. To approve Ms Audrey Yap Su Ming's continued appointment as an Independent Director in accordance with Rule 406(3)(d)(iii)(B) of the Catalist Rules by all shareholders of the Company (excluding the Directors and the Chief Executive Officer ("CEO") of the Company, and the respective associates of such Directors and CEO), and such Resolution shall remain in force until the earlier of the following: (i) Ms. Audrey Yap Su Ming's retirement or resignation as a Director; or (ii) the conclusion of the third AGM following the passing of this Resolution.

[See Explanatory Note (v)] (Resolution 8)

ORDINARY RESOLUTION: PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modifications:-

10. That:

1. for the purposes of the Companies Act 1967 of Singapore (the "Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) 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:
2. 1. market purchases (each a "Market Purchase"), transacted through the SGX-ST or, as the case may be, any other securities exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or

Notice of Annual General Meeting

1. off-marketpurchases (each an "Off-MarketPurchase") (if effected otherwise than on an approved exchange in Singapore or any securities exchange outside Singapore) in accordance with an equal access scheme as defined in Section 76C of the Act as may be determined or formulated by the Directors of the Company as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act and the Catalist Rules and otherwise in accordance with all other listing rules and regulations of the SGX-ST as may for the time being be applicable,

be and is hereby authorised and approved generally and unconditionally (the "Share Buy-backMandate");

1. unless varied or revoked by an ordinary resolution of shareholders of the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution 9 and expiring on the earlier of:
2. 1. the date on which the next annual general meeting of the Company is held or required by law to be held, whichever is the earlier; or
   2. the date on which the share buy-back(s) are carried out to the full extent mandated; or
   3. the date on which the authority contained in the Share Buy-back Mandate is varied or revoked by an ordinary resolution of shareholders of the Company in general meeting;
3. in this Resolution 9:
   "Market Day" means a day on which the SGX-ST is open for trading in securities;
   "Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
4. 1. in the case of a Market Purchase, the price per Share which is not more than 5% above the average of the closing market prices of the Shares over the last five (5) Market Days on the Catalist, on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate action occurring during the relevant five (5) Market Days period and the day of the Market Purchase; and
   2. in the case of an Off-Market Purchase, the price per Share based on not more than 20% above the average of the closing market prices of the Shares over the last five (5) Market Days on the Catalist, on which transactions in the Shares were recorded immediately preceding the day on which the Company makes an announcement of an offer under an Off-Market Purchase scheme, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate action occurring during the relevant five (5) Market Days period and the day of the Off-Market Purchase;

Notice of Annual General Meeting

"Prescribed Limit" means 10% of the total number of issued ordinary shares of the Company as at the date of passing of this Resolution 9 unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period (as hereinafter defined), in which event the total number of ordinary shares of the Company shall be taken to be the total number of ordinary shares of the Company as altered. Shares which are held by the Company as treasury shares and subsidiary holdings will be disregarded for the purposes of calculating this 10% limit;

"Relevant Period" means the period commencing from the date on which this Resolution 9 in relation to the renewal of the Share Buy-back Mandate is passed and expiring on the earliest of (i) the date on which the next annual general meeting is held or is required by law to be held; (ii) the date on which the share buy-backs are carried out to the full extent mandated; or (iii) the date the Share Buy-back Mandate is revoked or varied by the Company in a general meeting, after this Resolution 9 is passed; and

"subsidiary holdings" has the meaning given to it in the Catalist Rules; and

1. the Directors of the Company and each of them be and are hereby authorised and empowered to complete and do all such acts and things

(including executing such documents as may be required) as they may consider desirable, expedient or necessary in the interest of the

Company in connection with or for the purposes of giving full effect to the Share Buy-back Mandate.[See Explanatory Note (vi)] (Resolution 9)

ORDINARY RESOLUTION: THE PROPOSED SHARE ISSUE MANDATE TO ALLOT AND ISSUE SHARES OF UP TO 100% OF THE TOTAL NUMBER OF ISSUED SHARES ON A PRO-RATA BASIS AND UP TO 50% OF THE TOTAL NUMBER OF ISSUED SHARES OTHER THAN ON A PRO-RATA BASIS

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modifications:

11. That pursuant to Section 161 of the Act and Rule 806 of the Catalist Rules of the SGX-ST, authority be and is hereby given to the Directors of the Company to:-

1. (i) allot and issue 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;
3. issue Shares (in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution 10 was in force), provided that:-
4. 1. the aggregate number of Shares to be issued pursuant to this Resolution 10 does not exceed 100% 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 (ii) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company does 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 (ii) below); and

Notice of Annual General Meeting

1. 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 sub-paragraph (i) above, the percentage of issued Shares (excluding treasury shares and subsidiary holdings) 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 this Resolution 10 is passed, after adjusting for:-
2. 1. new Shares arising from the conversion of any convertible securities;
   2. new Shares arising from the exercise of Share options or vesting of Share awards, provided that the Share options or Share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
   3. any subsequent bonus issue, consolidation or sub-division of Shares.

Adjustments in accordance with (ii)(A) and (ii)(B) above are only to be made in respect of new Shares arising from convertible securities, Share options or Share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution 10.

1. in exercising the authority conferred by this Resolution 10, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force and (in each case, unless such compliance has been waived by the SGX-ST) all applicable legal requirements under the Act and the Constitution for the time being of the Company; and
2. (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution 10 shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier; and

(c) in this Resolution 10, "subsidiary holdings" has the meaning given to it in the Catalist Rules.[See Explanatory Note (vii)]

(Resolution 10)

By Order of the Board

Adrian Chan Pengee

Company Secretary

Singapore

6 July 2022