Annual General Meeting::Voluntary

NOTICE OF

ANNUAL GENERAL MEETING

(Incorporated in Bermuda as an exempted company limited by shares) (Company Registration Number: 28925)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of UNITED FOOD HOLDINGS LIMITED (the "Company") will be held by way of electronic means (via live webcast and audio only means) on

28 September 2021 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended 31 March 2021 together with the Auditors' Report thereon.

(Resolution 1)

2. To re-elect the following Directors who are retiring pursuant to the following:

Ms Song Yanan	[Retiring under Rule 720(5) of the Listing	(Resolution 2)
	Manual of Singapore Exchange Securities
	Trading Limited
[See explanatory note (i)]
Mr Wu Xiaoran	[Retiring under the Company's Bye-law 86(1)]	(Resolution 3)
[See explanatory note (ii)]
Mr Zeng Wei	[Retiring under the Company's Bye-law 85(2)]	(Resolution 4)
[See explanatory note (iii)]

3. To approve the payment of Directors' fees of S$190,000 for the financial year ending 31 March

2022, to be paid quarterly in arrears (2021: S$190,000).

(Resolution 5)

4. To re-appoint Foo Kon Tan LLP, Public Accountants and Chartered Accountants, Singapore as

Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at

a fee and on such terms to be agreed by the Directors of the Company.

(Resolution 6)

5. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

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

6. Renewal of the General Issue Mandate

"THAT authority be and is hereby given to the Directors to:

1. (i) allot and issue shares in the Company whether by way of rights, bonus or otherwise;
2. 1. convertible securities;
   2. additional convertible securities arising from adjustments made to the exercise price or conversion price and, where appropriate, the number of convertible securities previously issued in the event of a rights issue, bonus issue or subdivision or consolidation of shares pursuant to Rule 829 of the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST"); and/or
   3. shares arising from the conversion of convertible securities,

at any time and upon such terms and conditions for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

ANNUAL REPORT 2021 | UNITED FOOD HOLDINGS LIMITED

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NOTICE OF

ANNUAL GENERAL MEETING

1. (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force) issue shares in pursuance of any convertible securities made or granted by the Directors while this Ordinary Resolution was in force, provided that:
2. 1. the aggregate number of shares to be issued pursuant to this Ordinary Resolution (including shares to be issued in pursuance of convertible securities, made or granted pursuant to this Ordinary Resolution) does not exceed fifty per cent (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company (as calculated in accordance with sub-paragraph
   2. 1. below, of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of convertible securities made or granted pursuant to this Ordinary Resolution) does not exceed twenty per cent (20%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in capital of the Company (as calculated in accordance with sub-paragraph (2) below);
   3. (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 (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company at the time of the passing of this Ordinary Resolution, after adjusting for:

1. new shares arising from the conversion or exercise of convertible securities;
2. new shares arising from exercising shares options or vesting of share awards; and
3. any subsequent bonus issue, consolidation or subdivision of shares;

provided that any adjustments made under sub-paragraphs (a) and (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 as at the date this Ordinary Resolution is passed;

1. in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of the listing rules of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Bye-laws for the time being of the Company; and
2. unless earlier revoked or varied by the Company in a general meeting, such authority 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 is required by law or the Bye-laws of the Company to be held, whichever is earlier.

[See Explanatory Note (iv)]

(Resolution 7)

By Order of the Board

Chiang Wai Ming

Company Secretary

Singapore, 13 September 2021

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NOTICE OF

ANNUAL GENERAL MEETING

Explanatory Note to Resolutions to be passed -

1. Ms Song Yanan will, upon re-election as Director of the Company, remain as the Non-Executive and Non-Independent Chairman of the Company. Pursuant to Rule 720(6) of the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST"), further information on Ms Song Yanan is set out on Pages 32 to 37 of the Company's Annual Report.
2. Mr Wu Xiaoran will, upon re-election as Director of the Company, remain as the Executive Director of the Company. Pursuant to Rule 720(6) of the Listing Manual of SGX-ST, further information on Mr Wu Xiaoran is set out on Pages 32 to 37 of the Company's Annual Report.
3. Mr Zeng Wei will, upon re-election as a Director of the Company, remain as Chairman of Remuneration Committee, a member of the Nominating Committee and Audit Committee of the Company. Mr Zeng Wei will be considered as an Independent Director of the Company for the purpose of the Rule 704(8) of the Listing Manual of SGX-ST. Pursuant to Rule 720(6) of the Listing Manual of SGX-ST, further information on Mr Zeng Wei is set out on Pages 32 to 37 of the Company's Annual Report.
4. The Ordinary Resolution 7 proposed in item 6 above, if passed, will empower the Directors of the Company from the date of this Annual General Meeting ("AGM") until the date of next AGM, to allot and issue shares and convertible securities in the Company up to an aggregate amount not exceeding fifty percent (50%) of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company, of which up to twenty percent (20%) may be issued other than on a pro rata basis.

Notes

1. The AGM is being convened, and will be held by electronic means to minimise physical interactions and Covid-19 transmission risk 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.
2. In view thereof, Members will not be able to attend the AGM in person. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream, submission of questions to the Chairman of the AGM in advance of the AGM, addressing of substantial and relevant questions at the AGM and voting by appointing the Chairman of the AGM as proxy at the AGM, are set out below. Any reference to a time of day is made by reference to Singapore time.
3. Members will be able to observe and/or listen to the AGM proceedings through a live audio-

visual webcast or live audio-only stream via their mobile phones, tablets or computers. In order to do so, Members must pre-register at the Company's pre-registration website at the URL: https://globalmeeting.bigbangdesign.co/unitedfood/by 26 September 2021, 10.00 a.m. ("Registration Deadline"), to enable the verification of Members' status.

Corporate shareholders must also submit the Corporate Representative Certificate to the office of Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623, at [e-mail] addition to the registration procedures as set out in paragraph above, by 26 September 2021, 10.00 a.m., for verification purpose.

After verification, authenticated Members will receive an email, which will contain the login instructions, password as well as the link to access the live audio-visual webcast or live audio-only stream of the AGM proceedings, by 27 September 2021, 12 noon. Members who do not receive an email by 27 September 2021, 12 noon, but have registered by the Registration Deadline should contact the Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. via email at [e-mail] or call the general telephone number at [phone] during office hours for assistance.

Members must not forward the abovementioned link to other persons who are not shareholders of the Company and who are not entitled to attend the AGM to avoid any technical disruptions or overload to the live audio-visual webcast or live audio-only stream.

4. Members may also submit questions related to the resolutions to be tabled for approval at the AGM, in advance of the AGM. In order to do so, their questions must be submitted via the Company's pre-registration website at the URL: https://globalmeeting.bigbangdesign.co/unitedfood/by the Registration Deadline, being 26 September 2021, 10.00 a.m.

The Company will endeavour to address all substantial and relevant questions submitted by shareholders prior to the AGM. The Company will unable to take on questions through the live webcast proceedings. The Company will publish the responses to such questions together with the minutes of the AGM on SGXNet and the Company's website within one month after the date of the AGM.

ANNUAL REPORT 2021 | UNITED FOOD HOLDINGS LIMITED

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NOTICE OF

ANNUAL GENERAL MEETING

1. If a Member (whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM.
   In appointing the Chairman of the AGM as proxy, a Member or Depositor must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which, the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.
2. A Member Proxy Form and Depositor Proxy Form (collectively known as "Proxy Forms") must be under the hand of the appointor or of his attorney duly authorised in writing. Where the Proxy Forms are executed by a corporation, they must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the Proxy Forms are executed by an attorney on behalf of the appointor, a letter or power of attorney or a duly certified copy thereof must be lodged with the Proxy Forms, failing which the Proxy Forms may be treated as invalid.
3. The Proxy Forms must be submitted to in the following manner:
4. 1. if submitted by post, be lodged at the office of Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623; or
   2. if submitted electronically, be submitted via email to the Company's Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at [e-mail].

in either case, by the Registration Deadline, 26 September 2021, 10.00 a.m., being no later than 48 hours before the time fixed for the AGM.

A Member and a Depositor who wish to submit a Member Proxy Form and Depositor Proxy Form must complete and sign the Proxy Forms respectively, before submitting them by post to the address provided above, or before sending them by email to the email address provided above.

Investors who hold through Relevant Intermediaries* and wish to participate in the AGM by (a) observing and/or listening to the AGM proceedings via the "live" webcast or the "live" audio feed (does not apply to Supplementary Retirement Scheme ("SRS") investors) must pre-register by the Registration Deadline at the URL: https://globalmeeting.bigbangdesign.co/unitedfood/; (b) submitting questions in advance of the AGM; and/or (c) appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM, should contact the Relevant Intermediary through which they hold such shares as soon as possible in order to facilitate the necessary arrangements for them to participate in the AGM.

SRS investors who wish to appoint the Chairman of the AGM as their proxy should approach their respective SRS Operators to submit their votes at least seven (7) working days before the AGM, by 10.00 a.m. on 16 September 2021.

1. The Chairman of the AGM, as proxy, need not be a Member of the Company
2. The Annual Report FY2021, Notice of AGM and Proxy Form may be accessed on the Company's website at the URL:https://www.unitedfood.com.sg/ir/corporate_information.htmand are also made available on the SGXNet at the URL: https://www.sgx.com/securities/company-announcements.
3. Due to the constantly evolving Covid-19 situation in Singapore, the Company may be required to change the arrangements for the AGM at short notice. Members are advised to check the announcement on SGXNet for the latest updates on the status of the AGM.

*A Relevant intermediary is:

1. a banking corporation licensed under the Banking Act (Cap. 19) or its wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
2. a capital markets services license holder which provides custodial services for securities under the Securities and Futures Act (Cap. 289) and holds shares in that capacity; or
3. the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

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NOTICE OF

ANNUAL GENERAL MEETING

PERSONAL DATA PRIVACY

By submitting an instrument appointing the Chairman of the AGM to attend and vote at the AGM and/or any adjournment thereof, a member of the Company or a Depositor, (i) consents to the collection, use and disclosure of the member or Depositor's personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of the appointment of the Chairman of the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"),

1. warrants that where the member or a Depositor discloses the personal data of the member or Depositor's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member or Depositor has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member or Depositor will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member or Depositor's breach of warranty.

ANNUAL REPORT 2021 | UNITED FOOD HOLDINGS LIMITED

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