Annual General Meeting::Voluntary

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TEHO INTERNATIONAL INC LTD.

(Company Registration Number 200811433K)

(Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of TEHO INTERNATIONAL INC LTD. (the "Company") will be held by way of electronic means on Wednesday, 27 October

2021 at 3.00 p.m., for the following purposes:

AS ORDINARY BUSINESS:

1.	To receive and adopt the Directors' Statement and Audited Financial	(Resolution 1)
	Statements for the financial year ended 30 June 2021 together with
	the Independent Auditor's Report thereon.
2.	To approve the payment of Directors' fees of $180,000 for the financial	(Resolution 2)
	year ending 30 June 2022, to be paid quarterly in arrears (FY2021:
	$180,000).
3.	To re-elect Ms Lim Siew Cheng, a Director retiring pursuant to	(Resolution 3)
	Regulation 107 of the Company's Constitution. (see explanatory note 1)
4.	To re-elect Mr Kwah Thiam Hock, a Director retiring pursuant to	(Resolution 4)
	Regulation 107 of the Company's Constitution. (see explanatory note 2)
5.	To elect Mr Chua Kim Leng, a Director retiring pursuant to Regulation	(Resolution 5)
	117 of the Company's Constitution. (see explanatory note 3)
6.	To re-appoint KPMG LLP as auditor of the Company and to authorise	(Resolution 6)
	the Directors to fix its remuneration.

AS SPECIAL BUSINESS:

To consider and if thought fit, to pass the following resolution (with or without amendments) as Ordinary Resolutions:

7.	Ordinary	Resolution: Authority to Allot and Issue Shares and (Resolution 7)
	Convertible Securities
	That pursuant to Section 161 of the Companies Act, Chapter 50 of
	Singapore ("Companies Act") and Rule 806 of the Listing Manual
	Section B: Rules of Catalist ("Catalist Rules") of the Singapore
	Exchange Securities Trading Limited ("SGX-ST"), the Directors be
	authorised and empowered to:
	(a)	(i)	allot and issue shares in the capital of the Company
			("Shares") whether by way of rights, bonus or
			otherwise; and/or

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 may at their absolute discretion deem fit; and

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

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NOTICE OF ANNUAL GENERAL MEETING

provided that:	(3)	in exercising the authority conferred by this Resolution, the
(1)	the aggregate number of Shares (including Shares to be issued		Company shall comply with the provisions of the Catalist Rules
	for the time being in force (unless such compliance has been
	in pursuance of Instruments made or granted pursuant to this		waived by the SGX-ST), the Companies Act and the Company's
	Resolution) to be issued pursuant to this Resolution does not		Constitution for the time being; and
	exceed 100% of the total number of issued Shares (excluding
	treasury shares and subsidiary holdings) (as calculated in	(4)	(unless revoked or varied by the Company in a general
	accordance with sub-paragraph (2) below), of which the		meeting) the authority conferred by this Resolution shall
	aggregate number of Shares (including Shares to be issued		continue in force until the conclusion of the next AGM of the
	in pursuance of Instruments made or granted pursuant to		Company or the date by which the next AGM of the Company is
	this Resolution) to be issued other than on a pro rata basis to		required by law and the Catalist Rules to be held, whichever is
	existing members of the Company does not exceed 50% of the		the earlier.
	total number of issued Shares (excluding treasury shares and	(see explanatory note 4)
	subsidiary holdings) (as calculated in accordance with sub-
	paragraph (2) below);
	8.	Ordinary Resolution: Renewal of Share Buyback Mandate	(Resolution 8)

1. (subject to such manner of calculation as may be prescribed

by the SGX-ST) for the purpose of determining the aggregate	That:
number of Shares that may be issued under sub-paragraph (1)	(a)	for the purposes of Sections 76C and 76E of the Companies
above, the total number of issued Shares (excluding treasury
shares and subsidiary holdings) shall be based on the total		Act, the Directors be authorised to exercise all the powers of
number of issued Shares (excluding treasury shares and		the Company to purchase or otherwise acquire from time to
subsidiary holdings) at the time this Resolution is passed, after		time Shares (whether by way of market purchases or off-
adjusting for:		market purchases on an equal access scheme) of up to a
			maximum of 10% of the issued ordinary share capital of the
(a)	new Shares arising from the conversion or exercise of		Company (excluding treasury shares and subsidiary holdings)
	convertible securities;		as at the date of the passing of this Ordinary Resolution at any
(b)	new Shares arising from exercising share options		price which the Director may determine at their discretion,
	up to but not exceeding the Maximum Price (as hereinafter
	or vesting of share awards, provided the options or		defined), and such purchases and acquisitions of the Shares
	awards were granted in compliance with Part VIII of		may be by way of:
	Chapter 8 of the Catalist Rules; and
			(i)	Market Purchases (as defined below); and/or

1. any subsequent bonus issue, consolidation or

subdivision of Shares;	(ii)	off-market purchases (each an "Off-MarketPurchase")
Adjustments in accordance with sub-paragraphs (2)(a) and (2)		effected otherwise than on the SGX-ST in accordance
	with any equal access schemes as may be determined
(b) above are only to be made in respect of new Shares arising		or formulated by the Directors as they consider
from convertible securities, share options or share awards		fit, which schemes shall satisfy all the conditions
which were issued and outstanding or subsisting at the time of		prescribed by the Companies Act,
the passing of this Resolution;

NOTICE OF ANNUAL GENERAL MEETING

and otherwise in accordance with all other provisions of the Companies Act and the Catalist Rules as may for the time being be applicable (the "Share Buyback Mandate");

1. any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buyback Mandate shall, at the discretion of the Directors, either be cancelled or held in treasury and dealt with in accordance with the Companies Act;
2. unless varied or revoked by the Company in 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 earliest of:
3. 1. the date on which the next AGM of the Company is held or is required by law to be held;
   2. the date on which purchases and acquisitions of shares pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or
   3. the date on which the authority contained in the Share Buyback Mandate is varied or revoked;
4. for purposes of this Resolution:
   "Market Purchases" means on-market purchases, transacted on the SGX-ST through the ready market or, as the case may be, any other stock 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 of the Share buyback, and

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"Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding applicable brokerage, stamp duty, commission, applicable goods and services tax, and other related expenses) not exceeding:

1. in the case of a Market Purchase: 105% of the Average Closing Price; and
2. in the case of an Off-Market Purchase: 120% of the Average Closing Price, where:

"Average Closing Price" means the average of the closing market prices of a share over the last five market days, on which transactions in the shares were recorded, before the day on which the Market Purchase was made, or as the case may be, the day of making of the offer for an Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five-day period, and the day on which the purchases were made;

"day of making of the offer" means the day on which the Company makes 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

"market day" means a day on which the SGX-ST is open for trading in securities, and

1. any of the Directors be and are hereby authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Resolution.

(see explanatory note 5)

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NOTICE OF ANNUAL GENERAL MEETING

9.	That, subject to	and contingent upon the passing of Resolution 4	(Resolution 9)
	by shareholders	of the Company by appointing the Chairman of the

AGM as proxy to vote at the AGM and the passing of Resolution 10 by shareholders of the Company by appointing the Chairman of the AGM as proxy to vote at the AGM, excluding the Directors and the Chief Executive Officer of the Company, and their respective associates (as defined in the Catalist Rules):

1. the continued appointment of Mr Kwah Thiam Hock as an independent Director, for purposes of Rule 406(3)(d)(iii)(A) of the Catalist Rules (which will take effect from 1 January 2022) be approved; and
2. the authority conferred by this Resolution shall continue in force until the earlier of the following: (i) the retirement or resignation of Mr Kwah Thiam Hock as a Director; or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution.

(see explanatory note 2)

10. That, subject to and contingent upon the passing of Resolution 4, and (Resolution 10) provided that this Resolution shall only be proposed and voted upon if

Resolution 9 is passed by shareholders of the Company by appointing the Chairman of the AGM as proxy to vote at the AGM:

1. the continued appointment of Mr Kwah Thiam Hock as an independent Director, for purposes of Rule 406(3)(d)(iii)(B) of the Catalist Rules (which will take effect from 1 January 2022) be approved; and
2. the authority conferred by this Resolution shall continue in force until the earlier of the following: (i) the retirement or resignation of Mr Kwah Thiam Hock as a Director; or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution,

(see explanatory note 2)

11. To transact any other business that may be properly transacted at an AGM.

BY ORDER OF THE BOARD

Phua Sian Chin

Wee Woon Hong

Company Secretaries

5 October 2021

Explanatory Notes:

1. Ms Lim Siew Cheng will, upon re-election as a Director, remain as the Executive Director and Chief Operating Officer of the Company. Please refer to the "Information on Directors seeking Re-election" section of the Annual Report of the Company for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.
2. Ordinary Resolutions 9 and 10 proposed in items 9 and 10 respectively above are in anticipation of Rule 406(3)(d)(iii) of the Catalist Rules which will take effect from 1 January 2022 and provide that a director will not be independent if he has been a director for an aggregate period of more than nine years and his continued appointment as an independent director has not been sought and approved in separate resolutions by (a) all shareholders; and (b) shareholders excluding the directors and the chief executive officer of the c ompany, and their respective associates.
   Mr Kwah Thiam Hock is an independent Director who has served on the Board for more than nine years from the date of his first appointment. Please refer to the "Report of Corporate Governance" section of the Annual Report of the Company for the Board's review of the independence of Mr Kwah Thiam Hock, and the "Information on Directors seeking Re-election" section of the Annual Report of the Company for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.
   In the event that Ordinary Resolutions 4, 9 and 10 are passed, Mr Kwah Thiam Hock will remain as an Independent Director, the Chairman of the Audit Committee and a member of the Nominating and Remuneration Committees of the Company. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules.

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NOTICE OF ANNUAL GENERAL MEETING

In the event that Ordinary Resolution 4 is passed but Ordinary Resolution(s) 9 and/or 10 is/are not passed, Mr Kwah Thiam Hock will remain as an Independent Director until 1 January 2022 when Rule 406(3)(d)(iii) of the Catalist Rules takes effect. Thereafter, Mr Kwah Thiam Hock will be re-designated to Non-Executive Director as the Company continues its search for a new Independent Director to comply with the requirements of the Code of Corporate Governance 2018 and the Catalist Rules.

1. Mr Chua Kim Leng will, upon election as a Director, remain as the Chairman of the Nominating Committee and a member of the Audit and Remuneration Committees of the Company. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules. Please refer to the "Information on Directors seeking Re-election" section of the Annual Report of the Company for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.
2. Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company, from the date of the AGM until the conclusion of the next AGM of the Company, the date by which the next AGM of the Company is required by law and the Catalist Rules to be held or the date on which such authority is varied or revoked by the Company in a general meeting, whichever is the earliest, to issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings), of which up to 50% may be issued other than on a pro rata basis to existing members of the Company.
3. Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company, from the date of the AGM until the date on which the next AGM is to be held or is required by law to be held, the date on which the share buyback is carried out to the full extent mandated, or the date on which the authority contained in the Share Buyback Mandate is varied or revoked, whichever is the earliest, to make purchases (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) from time to time of up to 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at prices up to but not exceeding the Maximum Price. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of shares by the Company pursuant to the Share Buyback Mandate are set out in greater detail in the Appendix accompanying this notice.

Notes:

To minimise physical interactions and COVID-19 transmission risks, 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 2020. The Company will not accept any physical attendance by members and any member seeking to attend the AGM physically in person will be turned away.

Printed copies of this notice and the accompanying Annual Report and Proxy Form will NOT be sent to members. Instead, these documents will be sent to members solely by electronic means via publication on the Company's website at the URL https://investor.teho.com.sgand will also be made available on SGXNet at the URL https://www.sgx.com/securities/company- announcements.

Alternative arrangements relating to members' participation at the AGM are:

1. observing and/or listening to the AGM proceedings contemporaneously via a live webcast and live audio feed of the AGM proceedings ("Live AGM Webcast" and "Live AGM Audio Feed", respectively);
2. submitting questions in advance in relation to the resolutions set out in the Notice of AGM; and
3. appointing the Chairman of the AGM as proxy to attend and vote on their behalf at the AGM.

Members will be able to participate in the AGM in following manner set out in the paragraphs below.

Live AGM Webcast and Live AGM Audio Feed:

The Company is arranging for the Live AGM Webcast and the Live AGM Audio Feed which will take place on Wednesday, 27 October 2021 at 3.00 p.m. in place of the physical AGM. Members will be able to watch or listen to the AGM proceedings through the Live AGM Webcast or the Live AGM Audio Feed via mobile phone, tablet, computer or any such electronic device.

In order to do so, members, including investors who buy Shares using SRS monies ("SRS Investors"), must pre-register online at the URL https://rebrand.ly/TEHO-International- AGM-2021by 3.00 p.m. on Monday, 25 October 2021 (the "Registration Deadline"), being not less than 48 hours before the time appointed for holding the AGM, to enable the Company to verify their members' status.