REPL::Extraordinary/ Special General Meeting::Voluntary

CIRCULAR DATED 11 NOVEMBER 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or any other professional adviser immediately.

This Circular, together with the Notice of Extraordinary General Meeting ("EGM") and the accompanying Proxy Form have been made available on SGXNET and the website of Singapore Post Limited (the "Company") at the URL https://www.singpost.com/about-us/investor-relations/shareholder-meetings.

Printed copies of this Circular together with the Notice of EGM and the accompanying Proxy Form will NOTbe despatched to shareholders of the Company.

If you have sold or transferred all your shares in the capital of the Company, please forward this Circular with the Notice of EGM and the attached Proxy Form immediately to the purchaser or the transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

SINGAPORE POST LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No.: 199201623M

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

1. THE PROPOSED ACQUISITION OF 2,294 ORDINARY SHARES IN THE CAPITAL OF FREIGHT MANAGEMENT HOLDINGS PTY LTD ("FMH"), REPRESENTING APPROXIMATELY 13% OF THE TOTAL ISSUED SHARE CAPITAL OF FMH; AND

1. THE PROPOSED GRANT OF PUT OPTIONS TO CERTAIN SHAREHOLDERS OF FMH.

IMPORTANT DATES AND TIMES

Last date and time for lodgement of Proxy Form Date and time of EGM

Place of EGM

• Tuesday, 23 November 2021 at 2.30 p.m.
• Friday, 26 November 2021 at 2.30 p.m.
• The EGM will be convened and held by way of electronic means

	TABLE OF CONTENTS
		PAGE
DEFINITIONS......................................................................................................................................	3
LETTER TO SHAREHOLDERS
1.	INTRODUCTION.......................................................................................................................	9
2.	BACKGROUND.........................................................................................................................	10
3.	FURTHER DETAILS OF THE REVISED TERMS OF THE INVESTMENT IN FMH..................	12
4.	THE PROPOSED OPTION SHARES ACQUISITION...............................................................	15
5.	THE PROPOSED OFFERS TO BUY........................................................................................	16
6.	ILLUSTRATIVE SUMMARY OF SINGPOST'S INVESTMENT IN FMH...................................	21
7.	FINANCIAL EFFECTS..............................................................................................................	21

8. RELATIVE FIGURES COMPUTED ON THE BASES SET OUT IN RULE 1006 OF THE

	LISTING MANUAL....................................................................................................................	23
9.	INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS...............................	26
10.	DIRECTORS' SERVICE CONTRACTS.....................................................................................	26
11.	DIRECTORS' RECOMMENDATION.........................................................................................	26
12.	EXTRAORDINARY GENERAL MEETING................................................................................	27
13.	ACTIONS TO BE TAKEN BY SHAREHOLDERS.....................................................................	27
14.	DIRECTORS' RESPONSIBILITY STATEMENT........................................................................	27
15.	CONSENT.................................................................................................................................	28
16.	DOCUMENTS FOR INSPECTION............................................................................................	28
APPENDIX A.......................................................................................................................................	29
APPENDIX B.......................................................................................................................................	32
NOTICE OF EXTRAORDINARY GENERAL MEETING.....................................................................	35
PROXY FORM

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DEFINITIONS

For the purpose of this Circular, the following definitions apply throughout unless the context otherwise requires or otherwise stated:

"19 October 2020	:	The announcement dated 19 October 2020 made by the
Announcement"		Company in relation to the Acquisition
"Acquisition SPA"	:	The	conditional share and purchase agreement dated
		16 October 2020 entered into between SingPost Logistics and
		the existing FMH shareholders in relation to the Acquisition, as
		amended and supplemented
"Acquisition"	:	Has the meaning given to it in paragraph 2.1 of this Circular
"Board"	:	The board of Directors of the Company
"Call Option"	:	Has the meaning given to it in paragraph 2.5(i) of this Circular
"Call Option Consideration"	:	Has the meaning given to it in paragraph 4.2 of this Circular
"CDP"	:	The Central Depository (Pte) Limited
"Circular"	:	This circular dated 11 November 2021
"Companies Act"	:	The Companies Act, Chapter 50 of Singapore
"Company" or "SingPost"	:	Singapore Post Limited
"Controlling Shareholder"	:	A Shareholder who has an interest in 15 per cent. or more of the
		voting shares of the Company or in fact exercises control over
		the Company
"CP Option"	:	Has the meaning given to it in paragraph 3.5(ii) of this Circular
"CP Option Deed"	:	Has the meaning given to it in paragraph 3.5(ii) of this Circular
"CP Shares"	:	Has the meaning given to it in paragraph 3.5(ii) of this Circular
"Degenhardt Shareholders"	:	Eight Parkside Pty Ltd (as trustee of Eight Parkside Trust) and
		DFD Investments Pty. Ltd. (as trustee of DFD Investment Trust)
"Directors"	:	The directors of the Company
"EBITDA"	:	Earnings before interest, tax, depreciation and amortisation
"EGM"	:	The extraordinary general meeting of Shareholders to be
		convened and held by electronic means at 2.30 p.m. on Friday,
		26 November 2021 (and any adjournment thereof), notice of
		which is set out on pages 35 and 26 of this Circular
"FIRB"	:	The Foreign Investment Review Board of Australia
"FMH"	:	Freight Management Holdings Pty Ltd
"FMH Management	:	The following existing management shareholders of FMH:
Shareholders"
		(i)	Simon Slagter;

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		(ii)	Beling Enterprises Pty. Ltd. (as trustee for the Beling
			Investment Trust); and
		(iii)	Lee Dornan; and
		following the completion of the Tranche Two Acquisition and the
		Proposed Option Shares Acquisition, any other person or entity
		who is issued shares in FMH from time to time, pursuant to the
		implementation of the LTIP
"FMH Non-Management	:	The following existing non-management shareholders of FMH:
Shareholders"
		(i)	TFD Plumbing Pty. Ltd. (as trustee for the Travis
			Degenhardt Superannuation Fund);
		(ii)	B4 Capital Pty Ltd (as trustee for the Barbuto Family
			Trust);
		(iii)	4th Dimension Logistics Pty Ltd (as trustee for the 4th
			Dimension Logistics Trust);
		(iv)	Empaul Consultancy Services Pty. Ltd. (as trustee for the
			Paragon Family Trust);
		(v)	Thomo's Transport Pty. Ltd. (as trustee for the CGT Family
			Trust);
		(vi)	Montana Hills Pty Ltd (as trustee for the Montana Hills
			Trust);
		(vii)	D6 Capital Pty Ltd (as trustee for the Jason Disney Family
			Trust);
		(viii)	KLJT Pty Ltd (as trustee for the KLJT Family Trust);
		(ix)	Mark Hayden (as trustee for the MTH Superannuation
			Fund);
		(x)	Tanmar Investments Pty Ltd (as trustee for the Tanmar
			Family Trust);
		(xi)	Michael Tewksbury Pty Ltd (as trustee for The Tewksbury
			Family Trust);
		(xii)	Transport Assist Pty. Ltd. (as trustee for The Shagrock
			Trust);
		(xiii)	Hotham Services Pty. Ltd. (as trustee for the JDSG Family
			Trust);
		(xiv)	Leigh Leguier (as trustee for the Leguier Family Trust); and
		(xv)	Stephen Quon (as trustee for the Quon Family Trust); and

following the completion of the Tranche Two Acquisition and the Proposed Option Shares Acquisition, any other person or entity who is issued shares in FMH from time to time, other than in accordance with the LTIP

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"FMH Shares"	:	Ordinary shares in the capital of FMH
"Group" or "SingPost Group"	:	The Company and its subsidiaries
"Group Chief Executive	:	The group chief executive officer of the Company
Officer" or "GCEO"
"Initial Offers to Buy"	:	Has the meaning given to it in paragraph 5.1(i) of this Circular
"Latest Practicable Date"	:	8 November 2021, being the latest practicable date prior to the
		printing of this Circular
"Listing Manual"	:	The listing manual of the SGX-ST
"LTIP"	:	Has the meaning given to it in paragraph 3.4 of this Circular
"LTIP Committee"	:	Has the meaning given to it in paragraph 3.4 of this Circular
"Management Offers to Buy"	:	Has the meaning given to it in paragraph 5.1(iii) of this Circular
"NAV"	:	Net asset value
"Net Debt of FMH"	:	The Cash Amount,
		LESS: the aggregate of the Interest Bearing Debt Amount and
		the Debt-Like Items Amount,
		with:
		"Cash Amount" being the amount of cash on hand or credited
		to a bank account or term deposit and any cash equivalents
		which FMH, any of its subsidiaries and any entity which FMH
		has a direct or indirect interest, is immediately entitled;
		"Interest Bearing Debt Amount" being an amount equal to the
		aggregate of all interest bearing indebtedness owing by FMH, its
		subsidiaries and any entity which FMH has a direct or indirect
		interest (other than intra-group debts) including the amount
		owed to any bank, other external lender, shareholder or required
		to satisfy any convertible bonds, notes, commercial paper or
		financial instruments relating to FMH, any subsidiary of FMH or
		any entity which FMH has a direct or indirect interest;
		"Debt-LikeItems Amount" being an amount equal to the
		aggregate of all indebtedness owing by FMH, its subsidiaries
		and any entity which FMH has a direct or indirect interest (other
		than intra-group debts) to any third party on account of the
		'Debt-Like Items'; and
		"Debt-LikeItems" being any non-working capital liabilities which
		will result in future cash outlay, excluding current tax payables
		but including any deferred tax payments
"Normalised EBITDA of FMH"	:	The reported earnings before interest, tax, depreciation and
		amortisation ("EBITDA") of FMH,
		(i)	LESS: Lease Expenses;
		(ii)	LESS: Non-recurring/Non-operating Income;

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