^{}[] GP INDUSTRIES

^{}[] GP Industries Limited

^{}[] (Incorporated in the Republic of Singapore)

^{}[] Co. Reg. No. 199502128C

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM" or the "Meeting") of GP Industries Limited (the "Company") will be held at Ocean 4-5, Level 2, PAN PACIFIC SINGAPORE, 7 Raffles Boulevard, Marina Square, Singapore 039595 on Monday, 27 July 2026, at 3:00 p.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 2026 ("FY2026") together with the Independent Auditor's Report thereon.

(Resolution 1)

1. To declare a final tax-exempt (1-tier) dividend of 1.75 Singapore cents per ordinary share for FY2026 (FY2025: 1.50 Singapore cents per ordinary share).

(Resolution 2)

1. To re-elect the following Directors of the Company who would be retiring pursuant to Article 101 of the Company's Constitution and/or Rule 720(5) of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"):

Mr Victor Lo Chung Wing
(pursuant to Article 101 and Rule 720(5))
(Resolution 3)

Mr Waltery Law Wang Chak
(pursuant to Article 101 and Rule 720(5))
(Resolution 4)

Mr Eric Yim Chi Ming
(pursuant to Article 101)
(Resolution 5)

[See Explanatory Note (i)]

1. To approve Directors' fees of S$431,000 for FY2026 (FY2025: S$513,000).

(Resolution 6)

1. To re-appoint Messrs Deloitte & Touche LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.

(Resolution 7)

1. To transact any other ordinary business which may properly be transacted at an AGM.

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AS SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without any modifications, the following resolutions which will be proposed as Ordinary Resolutions:

7. Authority to issue shares

That pursuant to Section 161 of the Companies Act 1967 of Singapore (the “Companies Act”) and Rule 806 of the Listing Manual of the SGX-ST, the Directors of the Company be authorised and empowered to:

(a) (i) issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or

(ii) 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 of the Company may, in their absolute discretion, deem fit; and

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

provided that:

(1) the aggregate number of Shares to be issued under this Ordinary Resolution (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Ordinary Resolution but excluding Shares which may be issued pursuant to any adjustments effected under any relevant Instrument) shall not exceed fifty per centum (50%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings, (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued, other than on a pro-rata basis to existing shareholders of the Company (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Ordinary Resolution), shall not exceed twenty per centum (20%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (2) below);

(2) (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 percentage of issued Shares shall be based on the total number of issued Shares, excluding treasury shares and subsidiary holdings, at the time of the passing of this Ordinary Resolution, after adjusting for:

(a) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time of this Ordinary Resolution is passed; and

(b) any subsequent bonus issue, consolidation or subdivision of Shares,

and, in sub-paragraph (1) above and this sub-paragraph (2), “subsidiary holdings” has the meaning given to it in the Listing Manual of the SGX-ST;

(3) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act, and otherwise the Constitution for the time being of the Company; and

(4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.

[See Explanatory Note (ii)]

(Resolution 8)

8. Renewal of The Share Buyback Mandate

That for the purposes of Sections 76C and 76E of the Companies Act, the Directors of the Company be and are hereby authorised to make purchases or otherwise acquire issued Shares from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to ten per centum (10%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings, (as ascertained as at the date of AGM of the Company) at the price of up to but not exceeding the Maximum Price as defined in the Letter to Shareholders dated 11 July 2026 (the "Letter to Shareholders"), in accordance with the "Terms of the Share Buyback Mandate" set out in the Letter to Shareholders, and this mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.

[See Explanatory Note (iii)]

(Resolution 9)

9. Renewal of the General Mandate for Interested Person Transactions

That for the purposes of Chapter 9 of the Listing Manual of the SGX-ST:

(a) approval be given for the renewal of the mandate for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the categories of Interested Person Transactions as set out in the Letter to Shareholders with any party who is of the class of Interested Persons described in the Letter to Shareholders, provided that such transactions are carried out on normal commercial terms and in accordance with the review procedures of the Company for such Interested Person Transactions as set out in the Letter to Shareholders (the "Shareholders' Mandate");

(b) the Shareholders' Mandate shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier; and

(c) authority be given to the Directors of the Company to complete and do all such acts and things (including executing all such documents as may be required) as they may consider necessary, desirable or expedient to give effect to the Shareholders' Mandate as they may think fit.

[See Explanatory Note (iv)]

(Resolution 10)

By Order of the Board

Lee Tiong Hock
Company Secretary
Singapore, 11 July 2026

Explanatory Notes:

(i) Resolutions 3 to 5 - Detailed information on Directors who are proposed to be re-elected as required pursuant to Rule 720(6) of the Listing Manual of the SGX-ST can be found under the sections on "Board of Directors and Senior Management" and "Additional Information on Directors Seeking Re-election" in the Annual Report for FY2026 (the "Annual Report 2026").

Mr Victor Lo Chung Wing will, upon re-election as a Director of the Company, remain as the Chairman, an Executive Director and a member of the Nominating Committee. Key information on Mr Lo can be found on pages 26, 161 and 164 of the Annual Report 2026.

Mr Waltery Law Wang Chak will, upon re-election as a Director of the Company, remain as the Chief Financial Officer and Chief Risk Officer, an Executive Director and a member of the Sustainability Steering Committee. Key information on Mr Law can be found on pages 27, 162 and 164 of the Annual Report 2026.

Mr Eric Yim Chi Ming will, upon re-election as a Director of the Company, remain as a Non-Executive Independent Director, the Chairman of Nominating Committee, a member of each of the Audit and Risk Committee and Remuneration Committee, and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST. Key information on Mr Yim can be found on pages 29 and 163 of the Annual Report 2026.

(ii) Resolution 8 - if passed, will empower the Directors of the Company, effective until the conclusion of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, 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, fifty per centum (50%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings, of which up to twenty per centum (20%) may be issued other than on a pro-rata basis to existing shareholders of the Company.

For determining the aggregate number of Shares that may be issued, the total number of issued Shares, excluding treasury shares and subsidiary holdings, will be calculated based on the total number of issued Shares, excluding treasury shares and subsidiary holdings, at the time this Ordinary Resolution 8 is passed after adjusting for new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution 8 is passed and any subsequent bonus issue, consolidation or subdivision of Shares.

(iii) Resolution 9 - if passed, will empower the Directors of the Company effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier, to repurchase issued shares of the Company by way of market purchases or off-market purchases of up to ten per centum (10%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings, at the Maximum Price as defined in the Letter to Shareholders. 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 on the audited consolidated financial statements of the Group for FY2026 are set out in greater detail in the Letter to Shareholders.

(iv) Resolution 10 - if passed, will authorise the Interested Person Transactions as described in the Letter to Shareholders and recurring in the year and will empower the Directors of the Company to do all acts necessary to give effect to the Shareholders' Mandate. This authority will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.

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Notes:

Appointment of Proxy(ies)

1. (a) A member who is not a relevant intermediary is entitled to appoint one or two proxies to attend, speak and vote at the Meeting. Where such member's proxy form appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the proxy form.

(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's proxy form appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the proxy form.

“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act.

Persons who hold Shares through relevant intermediaries (as defined in Section 181 of the Companies Act), including Supplementary Retirement Scheme (“SRS”) investors should approach their respective relevant intermediary or SRS Operators to submit their votes at least seven (7) working days before the Meeting, by 5:00 p.m. on 15 July 2026.

1. A proxy need not be a member of the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 83 Clemenceau Avenue, #14-01 UE Square, Singapore 239920 or via email to [email protected] not less than seventy-two (72) hours before the time appointed for holding the Meeting, by 3:00 p.m. on 24 July 2026.

Submission of Questions

1. Members, including SRS investors, may submit questions related to the resolutions to be tabled for approval at the Meeting in advance of the Meeting:

(a) by post to the Registered Office of the Company at 83 Clemenceau Avenue, #14-01 UE Square, Singapore 239920; or

(b) via email to the Company at [email protected].

When submitting questions by post or via email, members should also provide the following details: (i) the member's full name; (ii) the member's address; and (iii) the manner in which the member holds shares in the Company (e.g. via CDP or SRS), for verification purposes.

All questions must be received by 3:00 p.m. on 19 July 2026.

1. The Company will address all substantial and relevant questions received from members before the above-mentioned deadline by publishing its responses to such questions on the SGX website at the URL https://www.sgx.com/securities/company-announcements and the Company's Corporate website at the URL https://www.gp.industries by 22 July 2026. The Company will respond to questions or follow-up questions submitted after the 19 July 2026 deadline at the Meeting itself. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

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Access to Documents

1. Printed copies of this Notice and the accompanying proxy form will be sent by post to members. These documents will also be published on the Company's Corporate website at the URL https://www.gp.industries and the SGX website at the URL https://www.sgx.com/securities/company-announcements.

The Annual Report 2026 and the Letter to Shareholders (in relation to the proposed renewal of the Share Buyback Mandate and renewal of the Shareholders' Mandate for Interested Person Transactions) may be accessed on the Company's Corporate website at the URL https://www.gp.industries and the SGX website at the URL https://www.sgx.com/securities/company-announcements.

Members may request for printed copies of the Annual Report 2026 and the Letter to Shareholders (in relation to the proposed renewal of the Share Buyback Mandate and renewal of the Shareholders' Mandate for Interested Person Transactions) by completing and returning the request form before 19 July 2026.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and representative(s) and/or Chairman to attend, speak and vote at the Meeting and/or any adjournment thereof, or submitting any questions prior to the Meeting in accordance with this Notice, a member of the Company:

(i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable legislation, the Listing Manual of SGX-ST and/or regulations and/or guidelines (collectively, the "Purposes");

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

Photographic, sound and/or video recordings of the Meeting may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the Meeting. Accordingly, the personal data of a member may be recorded by the Company (or its agents or service providers) for such purposes.

Notice of Record Date and Dividend Payment Date:

Notice is hereby given that the Register of Members and Share Transfer Books of the Company will be closed at 5:00 p.m. on 7 August 2026 for determining members' entitlements to the proposed tax-exempt (1-tier) final dividend of 1.75 Singapore cents per ordinary share for FY2026 ("Proposed Dividend").

Duly completed registrable transfers received by the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. of 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632 up to 5:00 p.m. on 7 August 2026 (the "Record Date") will be registered to determine the members' entitlements to this Proposed Dividend. Subject as aforesaid, members whose securities accounts with the Central Depository (Pte) Limited are credited with ordinary shares of the Company as at 5:00 p.m. on the Record Date will be entitled to the Proposed Dividend.

The Proposed Dividend, if approved by the members at the AGM of the Company to be held on 27 July 2026, will be paid on 21 August 2026.

^{}[] CP INDUSTRIES

^{}[] GP Industries Limited

^{}[] (Incorporated in the Republic of Singapore)

^{}[] Co. Reg. No. 199502128C

Proxy Form

(Please see notes overleaf before completing this Form)

I/We,

of

being a member/members* of GP Industries Limited (the "Company"), hereby appoint:

and/or* (delete as appropriate)

or failing the person, or either or both of the persons, referred to above, the Chairman of the Annual General Meeting (the "Meeting") as my/our proxy/proxies to vote for me/us on my/our behalf at the Meeting of the Company to be held at Ocean 4-5, Level 2, PAN PACIFIC SINGAPORE, 7 Raffles Boulevard, Marina Square, Singapore 039595 on Monday, 27 July 2026, at 3:00 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her/their discretion.

Note: Voting will be conducted by poll for all resolutions. If you wish to exercise all your votes "For" or "Against", please tick (√) within the box provided. Otherwise, please indicate the number of votes as appropriate.

Dated this __ day of July 2026

^{}[] Signature of Member(s)

^{}[] or Common Seal of Corporate Member

^{}[] * Delete where inapplicable

^{}[] IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act 2001), you should insert that number of shares. If you have shares registered in your name in the Register of members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

2. (a) A member who is not a relevant intermediary is entitled to appoint one or two proxies to attend, speak and vote at the Meeting. Where such member's proxy form appoints two proxies, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the proxy form.

(b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's proxy form appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the proxy form.

"Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act 1967 and means:

(i) a banking corporation licensed under the Banking Act 1970 or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

(ii) a person holding a capital markets services license to provide custodial services for securities under the Securities and Futures Act 2001 and who holds shares in that capacity; or

(iii) the Central Provident Fund Board established by the Central Provident Fund Act 1953, 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 or members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

Persons who hold Shares through relevant intermediaries, including SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective SRS Operators to submit their votes at least seven (7) working days before the Meeting, by 5:00 p.m. on 15 July 2026.

1. A proxy need not be a member of the Company.

2. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the Meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.

3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 83 Clemenceau Avenue, #14-01 UE Square, Singapore 239920 or via email to [email protected] not less than seventy-two (72) hours before the time appointed for the Meeting by 3:00 p.m. on 24 July 2026.

4. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

5. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act 1967.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 11 July 2026.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

^{}[] Member
^{}[] Gold Peak Technology Group