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, 27 November 2020 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 2020 together with the Statement of Directors and the Independent Auditor’s Report thereon.

2. To approve the payment of Directors’ Fees of S$128,000 for the financial year ending 31 Resolution 2 July 2021, to be paid quarterly in arrears. (FY2020: S$146,000)

3. To re-elect Mr Chen Timothy Teck-Leng @ Chen Teck Leng, a Director who is retiring Resolution 3 pursuant to Article 107 of the Company’s Constitution.

4. [See Explanatory Note (i)]

5. To re-elect Mr Sin Ee Wuen, a Director who is retiring pursuant to Article 107 of the Resolution 4 Company’s Constitution.

6. [See Explanatory Note (i)]

7. To re-elect Mr Teo Boon Tieng, a Director who is retiring pursuant to Article 117 of the Resolution 5 Company’s Constitution.

8. [See Explanatory Note (i)]

9. 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. AUTHORITY TO ALLOT AND ISSUE SHARES UNDER THE SYSMA PERFORMANCE SHARE PLAN

Resolution 7

“THAT pursuant to Section 161 of the Companies Act and the provisions of the Sysma Performance Share Plan (“ PSP ”), approval be and is hereby given to the Directors of the Company to allot and issue from time to time such number of Shares in the share capital of the Company as may be required to be issued pursuant to the vesting of awards granted under the PSP, provided always that the aggregate number of additional ordinary Shares to be allotted and issued pursuant to the PSP shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company from time to time.”

[See Explanatory Note (ii)]

Notice of Annual General Meeting

8. PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

Resolution 8

“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:

• (a) on-market purchases 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

• (b) off-market purchases (“ Off-Market Purchase ”) 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;

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 ”);

• (2) 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:

• (a) the date on which the next annual general meeting of the Company (“ AGM ”) is held or required by law to be held;

• (b) 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

• (c) the date on which the authority conferred by the Share Buyback Mandate is revoked or varied by the Shareholders in a general meeting;

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(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:

• (a) in the case of a Market Purchase, 105% of the Average Closing Price; and

• (b) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price,

where:

“ 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 OffMarket 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

• (4) 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 (iii)]

Notice of Annual General Meeting

AS SPECIAL RESOLUTION

9. AUTHORITY TO ALLOT AND ISSUE SHARES

Resolution 9

“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;

• (2) (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:

• (a) new Shares arising from the conversion or exercise of any convertible securities;

• (b) 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

• (c) 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;

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• (3) 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

• (4) (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 (iv)]

BY ORDER OF THE BOARD

Pan Mi Keay Company Secretary Singapore

• 5 November 2020

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Explanatory Notes:

• (i) Mr Chen Timothy Teck-Leng @ Chen Teck Leng, 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.

Mr Sin Ee Wuen, upon re-election as Director of the Company, will remain as an Executive Director and Deputy Chief Executive Officer of the Company. He is the son of the Executive Chairman and Group Chief Executive Officer of the Company, Mr Sin Soon Teng.

Mr Teo Boon Tieng, upon re-election as Director of the Company, will remain as the Chairman of Audit Committee as well as a member of the Nominating Committee and Remuneration Committee. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules.

Detailed information of Mr Chen Timothy Teck-Leng @ Chen Teck Leng, Mr Sin Ee Wuen and Mr Teo Boon Tieng can be found under the “Board of Directors” section in the Company’s Annual Report 2020.

• (ii) Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company to allot and issue Shares pursuant to the Sysma Performance Share Plan of up to an amount not exceeding 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the share capital of the Company from time to time. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.

• (iii) Ordinary 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 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.

• (iv) Special Resolution 9 proposed in item 9 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.

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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 2020. Printed copies of this notice of AGM (the “Notice”) will be sent to members. In addition, this Notice will be sent to members by electronic means via an announcement on the SGX website at the URL https://www.sgx. com/securities/company-announcements and 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 at 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 5 November 2020. 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 .

3. Due to the various control and safe distancing measures put in place in Singapore to prevent the spread of COVID- 19, members will not be able to attend the AGM in person. A member (whether individual or corporate) must submit his/her/its proxy form appointing the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such member wishes to exercise his/her/its voting rights at the AGM. The accompanying proxy form for the AGM will be sent out physically as well as announced together with this Notice and may be accessed at the Company’s website at the URL www.sysma.com.sg, and the SGX website at the URL https://www.sgx.com/securities/company-announcements .

Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

CPF or SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least seven working days before the AGM, latest by 18 November 2020 at 10.00 a.m.

2. The Chairman of the Meeting, as proxy, need not be a member of the Company.

3. The instrument appointing the Chairman of the Meeting as proxy must be submitted to the Company in the following manner:

4. (a) via the following https://agm.conveneagm.com/sysmaagm2020 (the “ Sysma AGM Website ”) in the electronic format accessible on the Sysma AGM Website; or

5. (b) if submitted by post, be lodged at the office of the Company’s Share Registrar, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.) at 80 Robinson Road, #1102, Singapore 068898; or

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• (c) if submitted electronically, be submitted via email to the Company’s Share Registrar at [email protected] ,

in either case not less than 48 hours before the time appointed for the AGM, latest by 25 November 2020 at 10.00 a.m.

A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.

1. Physical Annual Report 2020 will be sent out and may also 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/ annual-reports-related-documents .

2. Members will not be able to ask questions during the live audio-visual webcast or audio-only stream of the AGM. Members who wish to ask questions relating to the resolutions to be tabled at the AGM must pre-register and submit their questions in advance of the AGM.

3. Questions must be submitted to the Company in the following manner by 5:00 p.m. on 20 November 2020 :

4. (a) via the Sysma AGM Website; (b) if submitted electronically, be submitted via email to the Company at [email protected] ; or (c) if submitted by post, be lodged at the Company’s Registered Office Address, at 2 Balestier Road, #03-669 Balestier Hill Shopping Centre, Singapore 320002.

When sending questions, members should also provide their full name as it appears on the CDP/CPF/ SRS records, address, contact number, email address, number of shares in the Company and the manner in which the shares are held in the Company (e.g. via CDP, CPF or SRS) for verification.

1. The Management and the Board of Directors of the Company will endeavour to address all substantial and relevant questions received from members prior to the AGM by publishing the responses to those questions on SGXNET at the URL https://www.sgx.com/securities/company-announcements and the Company’s website at the URL www.sysma.com.sg . Where substantial and relevant questions submitted by members are unable to be addressed prior to the AGM, the Company will address them during the AGM through the live audio-visual webcast and live audio-only stream.

Minutes of the AGM to be held on 27 November 2020 will be published on the SGXNET and also at the Company’s corporate website within one (1) month after the AGM date.

Notice of Annual General Meeting

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, 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 Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (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”), (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 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.

Notice of Annual General Meeting

DISCLOSURE OF INFORMATION ON DIRECTOR SEEKING RE-ELECTION PURSUANT TO RULE 720(5) OF THE RULES OF CATALIST OF THE SGX-ST (THE “CATALIST RULES”)

The Director is seeking re-election at the forthcoming Annual General Meeting of the Company to be convened on 27 November 2020 (“ AGM ”) (the “ Retiring Director ”).

Pursuant to Rule 720(5) of the Catalist Rules the following is the information relating to the Retiring Director as set out in Appendix 7F to the Catalist Rules:

1) Mr Chen Timothy Teck-Leng @ Chen Teck Leng

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2) Mr Sin Ee Wuen

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3) Mr Teo Boon Tieng

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a) Whether at any time during the last 10 Mr Teo Boon Tieng was an Independent Director years, an application or a petition under any and Chairman of the Audit Committee of Swee bankruptcy law of any jurisdiction was filed Hong Limited (“Swee Hong”) from December 2015 against him or against a partnership of which to September 2020. Swee Hong’s supplier had on he was a partner at the time when he was a 29 March 2019 filed a winding up application in the partner or at any time within 2 years from the High Court of the Republic of Singapore against date he ceased to be a partner? the company (“Winding Up Application”) in respect of amounts owing pursuant to supplies purchased. The Winding Up Application was withdrawn by the supplier on 26 April 2019.

• b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?

No

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j) Whether he has ever, to his knowledge, been No concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:–

• i. any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or

• ii. any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or

• iii. any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or

Disclosure applicable to the appointment of Director only