REPL::Annual General Meeting::Voluntary

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sysma Holdings Limited (the "Company") will be convened and held by way of electronic means on Friday, 26 November 2021 at 10:00 a.m. to transact the following business:-

AS ORDINARY BUSINESS
1.	To receive and adopt the Audited Financial Statements of the Company for the financial	Resolution 1
	year ended 31 July 2021 together with the Statement of Directors and the Independent
	Auditor's Report thereon.
2.	To approve the payment of Directors' Fees of S$120,000 for the financial year ending 31	Resolution 2
	July 2022, to be paid quarterly in arrears. (FY2021: S$128,000)
3.	To re-elect Mr Sin Soon Teng, a Director who is retiring pursuant to Article 107 of the	Resolution 3
	Company's Constitution.
	[See Explanatory Note (i)]
4.	To re-elect Mr Richard Tan Kheng Swee, a Director who is retiring pursuant to Article	Resolution 4
	107 of the Company's Constitution.
	[See Explanatory Note (i)]
5.	To re-elect Mr Lim Kheng Hock, a Director who is retiring pursuant to Article 117 of the	Resolution 5
	Company's Constitution.
	[See Explanatory Note (i)]
6.	To re-appoint Messrs Deloitte & Touche LLP as Auditors of the Company and to	Resolution 6
	authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions, with or without modifications:-

7. PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

Resolution 7

"THAT:

1. for the purposes of the Catalist Rules and the Companies Act, the Directors be and are hereby authorised to exercise all the powers of the Company to purchase or otherwise acquire the Shares not exceeding in aggregate the Maximum Limit (as defined below), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as defined below), whether by way of:
2. 1. on-marketpurchases transacted on the Catalist through the ready market, and which may be transacted through one or more duly licensed stockbrokers appointed by the Company for the purpose of the Share Buyback ("Market Purchases"); and/or
   2. off-marketpurchases ("Off-MarketPurchase") effected pursuant to an equal access scheme which the Directors may impose such terms and conditions, which are consistent with the Share Buyback Mandate, the Catalist Rules, the Companies Act and the Constitution of the Company, as they consider fit in the interests of the Company in connection with or in relation to an equal access scheme or schemes;

SYSMA HOLDINGS LIMITED

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NOTICE OF ANNUAL GENERAL MEETING

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Companies Act and the Catalist Rules as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buyback Mandate");

1. unless varied or revoked by the members of the Company in a general meeting, the authority conferred on the Directors pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
2. 1. the date on which the next annual general meeting of the Company ("AGM") is held or required by law to be held;
   2. the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or
   3. the date on which the authority conferred by the Share Buyback Mandate is revoked or varied by the Shareholders in a general meeting;
3. in this Resolution:
   "Maximum Limit" means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the total number of Shares shall be taken to be the total number of Shares as altered. Any Shares which are held as treasury shares and subsidiary holdings will be disregarded for purposes of computing the 10% limit;
   "Relevant Period" means the period commencing from the date on which the last AGM was held and expiring on the date the next AGM is held or is required by law to be held, or the date the said mandate is revoked or varied by the Company in a general meeting, whichever is the earlier, after the date of this Resolution; and
   "Maximum Price", in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:
4. 1. in the case of a Market Purchase, 105% of the Average Closing Price; and
   2. in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price, where:

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NOTICE OF ANNUAL GENERAL MEETING

"Average Closing Price" means the average of the closing market prices of the Shares over the last 5 Market Days, on which transactions in the Shares were recorded, before the day on which the purchase or acquisition of Shares was made, or as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant 5 Market Days period and the day on which the purchases are made;

"Market day" means a day on which the SGX‑ST is open for Securities Trading;

"day of the making of the offer" means the day on which the Company announces its intention to make an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

1. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution."

[See Explanatory Note (ii)]

AS SPECIAL RESOLUTION

8. AUTHORITY TO ALLOT AND ISSUE SHARES

Resolution 8

"THAT pursuant to Section 161 of the Companies Act and subject to Rule 806 of the Section B: Rules of the Catalist of the SGX‑ST Listing Manual (the "Catalist Rules"), authority be and is hereby given to the Directors of the Company to issue and allot new shares ("Shares") in the capital of the Company (whether by way of rights, bonus or otherwise) and/or 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) 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 may, in their absolute discretion, deem fit, PROVIDED ALWAYS that:

1. the aggregate number of the Shares to be issued pursuant to such authority (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority), 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 paragraph (2) below), whether on pro-rata or non pro-rata basis;

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NOTICE OF ANNUAL GENERAL MEETING

1. (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (SGX‑ST) for the purpose of determining the aggregate number of the Shares that may be issued under paragraph (1) above, the total number 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) of the Company at the time such authority was conferred, after adjusting for:
2. 1. new Shares arising from the conversion or exercise of any convertible securities;
   2. new Shares arising from the exercise of share options which are outstanding or subsisting at the time such authority was conferred, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
   3. any subsequent bonus issue, consolidation or subdivision of the Shares;

adjustments in accordance with sub paragraphs (a) and (b) 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 and, in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument;

1. in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX‑ST from time to time and the provisions of the Listing Manual of the SGX‑ST Section B: Rules of Catalist for the time being in force (in each case, unless such compliance has been waived by the SGX‑ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution of the Company for the time being; and
2. (unless revoked or varied by the Company in a general meeting) the authority so conferred 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 earlier." [See Explanatory Note (iii)]

BY ORDER OF THE BOARD

Pan Mi Keay

Company Secretary

Singapore

3 November 2021

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NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes:

1. Mr Sin Soon Teng, upon re-election as Director of the Company, remains as an Executive Chairman and Group Chief Executive Officer of the Company as well as a member of the Nominating Committee.
   Mr Richard Tan Kheng Swee, upon re-election as Director of the Company, will remain as the Lead Independent Non-Executive Director, Chairman of Remuneration Committee as well as a member of the Audit Committee and Nominating Committee. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules.
   Mr Lim Kheng Hock, upon re-election as Director of the Company, will remain as the Chairman of Nominating Committee as well as a member of the Audit Committee and Remuneration Committee. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules.
   Detailed information of Mr Sin Soon Teng, Mr Richard Tan Kheng Swee and Mr Lim Kheng Hock can be found under the "Board of Directors" section in the Company's Annual Report 2021.
2. Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company from the date of this Meeting until the date of the next Annual General Meeting is held or is required by law to be held, to purchase or acquire up to 10% of the issued Shares of the Company as at the date of the passing of this Resolution. Details of the proposed renewal of the Share Buyback Mandate, including the sources of funds to be used for the purchase or acquisition, the amount of financing (if any) and the illustrative financial impact on the Company's financial position, are set out in the Appendix to this Notice of Annual General Meeting.
3. Special Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company from the date of this Meeting until the date of the next Annual General Meeting, to allot and issue shares in the capital of the Company and/or Instruments (as defined above). The aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted) which the Directors may issue under this Resolution would not exceed 100% of the issued share capital of the Company whether on pro-rata or non pro-rata basis at the time of passing this Resolution. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or by the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.

Notes:

1. The AGM is being convened, and will be held, by 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 2021. Printed copies of this notice of AGM (the "Notice") will not be sent to members. This Notice will be published via an announcement on the SGX website at the URL https://www.sgx. com/securities/company- announcementsand may be accessed at the Company's website at the URL www.sysma.com.sg.
2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the AGM can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the Meeting in advance of the AGM, addressing of substantial and relevant questions related to the resolutions to be tabled for approval at the AGM and if necessary, any subsequent clarifications sought, or follow-up questions in respect of such questions at or prior to the AGM, and voting by appointing the Chairman of the Meeting as proxy at the AGM, are set out in the Company's announcement accompanying this Notice dated 3 November 2021. This announcement may be accessed at the Company's website at the URL www.sysma.com.sg, and on the SGX website at the URL https://www.sgx.com/securities/ company-announcements.

SYSMA HOLDINGS LIMITED

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