Secura : AGM Minutes – 27 April 2023

SECURA GROUP LIMITED

(Company Registration No. 201531866K)

(Incorporated in Singapore)

Minutes of the Annual General Meeting (hereinafter referred to as the "AGM" or the "Meeting") of Secura Group Limited (hereinafter referred to as the "Company") held by way of electronic means on Thursday, 27 April 2023 at 2.00 p.m.

PRESENT

Board of Directors ("Directors")

IN ATTENDANCE:

Dr Ho Tat Kin (Chairman)

Mr Kan Kheong Ng

VIA VIDEO-CONFERENCE:

Mr Gary Ho Kuat Foong

Mr Ong Pang Liang

Mr Christina Teo Tze Wei (Zhao Ziwei)

Mr Wilson Sam

Shareholders who attended via live webcast or audio conference

As set out in the attendance records maintained by the Company.

Company Secretary (ATTENDED VIA LIVE WEBCAST)

Ms Ngiam May Ling

By Invitation

Auditor (ATTENDED VIA LIVE WEBCAST)

Mr Joseph Tan Soon Seng, Ernst & Young LLP

Sponsor (ATTENDED VIA LIVE WEBCAST)

Ms Priscilla Ong, United Overseas Bank Limited

Ms Carin Tan, United Overseas Bank Limited

Other Attendees (ATTENDED VIA LIVE WEBCAST)

As set out in the attendance records maintained by the Company.

OPENING

The Chairman welcomed the shareholders of the Company ("Shareholders") who had joined the virtual AGM.

SUBMISSION OF QUESTIONS

The Chairman informed that the Shareholders were able to ask questions via the online chat box during the AGM. The Company had announced its responses to the questions which were submitted by the Shareholders in advance of the AGM on SGXNet on 21 April 2023. He informed that the minutes of the AGM would be announced on SGXNet and uploaded on the Company's website.

INTRODUCTION

The Chairman introduced his fellow Board members and Ms. Melissa Lim, the Chief Financial Officer of the Company.

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Minutes of Annual General Meeting held on 27 April 2023

QUORUM

A quorum being present, the Chairman called the AGM to order.

NOTICE OF MEETING

The Chairman took the Notice of AGM issued on 12 April 2023 as read.

APPOINTING CHAIRMAN OF MEETING AS PROXY AND POLL VOTING

The Chairman informed the Meeting that he had been appointed by numerous Shareholders as proxy and would be voting in accordance with their instructions. For Shareholders who had not submitted their proxy form, they may cast their votes in real time.

Reliance 3P Advisory Pte Ltd was appointed as the Scrutineer.

The Scrutineer had checked and verified the counting of the votes of all valid proxy forms submitted by Shareholders by the submission deadline. The Scrutineer would also verify the votes cast by Shareholders during the AGM.

Voting was opened and the Shareholders could cast their votes during the course of the AGM. The voting would end 5 minutes after the last question had been answered. The poll results would be announced shortly after.

ORDINARY BUSINESS:

Ordinary Resolution 1 - Adoption of Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2022 together with the Auditor's Report thereon

The Chairman proposed that the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2022 together with the Auditor's Report be received and adopted.

Ordinary Resolution 2 - Payment of final one-tier tax exempt dividend of 0.25 Singapore cents per share for the financial year ended 31 December 2022

The Chairman said that the Board has recommended a final one-tiertax-exempt dividend of 0.25 Singapore cents per share for the financial year ended 31 December 2022.

The Chairman proposed that the payment of final one-tiertax-exempt dividend of 0.25 Singapore cents per share for the financial year ended 31 December 2022 be approved.

Ordinary Resolution 3 - Re-election of Mr Ong Pang Liang as a Director of the Company

Mr Ong Pang Liang who was retiring as a Director of the Company pursuant to Article 93 of the Constitution of the Company had signified his consent to continue in office.

The Chairman proposed that Mr Ong be re-elected as a Director of the Company.

Mr Ong would, upon re-election as a Director of the Company, remain as the Chairman of the Audit and Risk Committee and a member of the Nominating and Remuneration Committees and would be considered independent.

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Minutes of Annual General Meeting held on 27 April 2023

Ordinary Resolution 4 - Re-election of Mr Kan Kheong Ng as a Director of the Company

Mr Kan Kheong Ng who was retiring as a Director of the Company pursuant to Article 93 of the Constitution of the Company had signified his consent to continue in office.

The Chairman proposed that Mr Kan be re-elected as a Director of the Company.

Mr Kan would, upon re-election as a Director of the Company, remain as the Executive Director and Chief Executive Officer.

Ordinary Resolution 5 - Directors' fees amounting up to S$339,000 for the financial year ending 31 December 2023, payable quarterly in arrears

The Board had recommended the payment of the amount of up to S$339,000 as Directors' fees for the financial year ending 31 December 2023, payable quarterly in arrears.

The Chairman proposed the payment of the amount of up to S$339,000 as Directors' fees for the financial year ending 31 December 2023, payable quarterly in arrears.

Ordinary Resolution 6 - Re-appointment of Ernst & Young LLP as auditors of the Company

The Chairman proposed that Ernst & Young LLP be re-appointed as auditors of the Company for the ensuing year and that the Directors be authorised to fix their remuneration.

Any other ordinary business

As no notice of any other business had been received by the Secretary, the Meeting proceeded to deal with the special business of the Meeting.

SPECIAL BUSINESS:

Ordinary Resolution 7 - Authority to allot and issue shares in the capital of the Company

The Chairman proposed Ordinary Resolution 7 as set out under item 7 of the Notice of the AGM issued on 12 April 2023.

Ordinary Resolution 8 - Authority to grant options and/or awards and to allot and issue Shares under the Secura Employee Share Option Scheme and/or the Secura Performance Share Plan

The Chairman proposed Ordinary Resolution 8 as set out under item 8 of the Notice of the AGM issued on 12 April 2023.

Ordinary Resolution 9 - Renewal of the Share Buyback Mandate

The Chairman proposed Ordinary Resolution 9 as set out under item 9 of the Notice of the AGM issued on 12 April 2023.

QUESTION AND ANSWER SESSION

The Chairman informed the Meeting that there were no questions submitted via the online chat box during the Meeting.

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Minutes of Annual General Meeting held on 27 April 2023

VOTING

The Meeting proceeded with the poll voting. Those Shareholders who have yet to cast votes for the resolutions tabled at the AGM were given 5 minutes to cast their votes.

POLL RESULTS

The Chairman informed the Meeting that all the votes were counted and verified, and the results of the poll were as follows:

	VOTES FOR	%	VOTES	%	TOTAL
			AGAINST		VOTES
					CAST
Ordinary Resolution 1	173,408,900	99.97	53,800	0.03	173,462,700
Ordinary Resolution 2	173,462,700	100.00	0	0.00	173,462,700
Ordinary Resolution 3	173,406,900	99.97	53,800	0.03	173,460,700
Ordinary Resolution 4	173,406,900	99.97	53,800	0.03	173,460,700
Ordinary Resolution 5	173,406,900	99.97	53,800	0.03	173,460,700
Ordinary Resolution 6	173,408,900	99.97	53,800	0.03	173,462,700
Ordinary Resolution 7	173,406,900	99.97	55,800	0.03	173,462,700
Ordinary Resolution 8	173,056,900	99.97	55,800	0.03	173,112,700
Ordinary Resolution 9	7,130,000	99.25	53,800	0.75	7,183,800

Based on the results of the poll, the Chairman declared that Ordinary Resolutions 1 to 9 were carried.

CLOSE OF THE MEETING

There being no other business, the Chairman thanked Shareholders for their co-operation and patience at this virtual Meeting and declared the Meeting closed at 2.25 p.m.

Certified as a True Record of Minutes

_______________________________

Dr Ho Tat Kin

Chairman