TALKMED GROUP LIMITED

(Company Registration No. 201324565Z)

(Incorporated in the Republic of Singapore)

NOTICE OF SEVENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting (“ AGM ”) of TalkMed Group Limited will be held at RELC International Hotel, 30 Orange Grove Road, Singapore 258352 on Monday, 20 April 2020 at 6:00 p.m., for the following purposes: AS ORDINARY BUSINESS

AS SPECIAL BUSINESS

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

1. Authority to issue shares in the capital of the Company

That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the “ Companies Act ”) and Rule 806 of the Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”) of Singapore Exchange Securities Trading Limited (“ SGX-ST ”), the Directors of the Company be authorised and empowered to:

• (a) (1) issue shares in the Company (“ Shares ”) whether by way of rights issue, bonus issue or otherwise; and/or

• (2) 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 of the Company may in their absolute discretion deem fit; and

• (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares pursuant to any Instrument made or granted by the Directors of the Company while this Resolution was in force, (the “ Share Issue Mandate ”) provided that:

• (1) the aggregate number of Shares to be issued pursuant to this Resolution (including the Shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) shall not exceed hundred per cent (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares (including the Shares in pursuance of the Instruments made or granted pursuant to this Resolution) to be issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company (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 and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued Shares and Instruments shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company at the time of the passing of this Resolution, after adjusting for:

  • (i) new Shares arising from the conversion or exercise of the Instruments or any convertible securities or share options or vesting of share awards, which were issued and outstanding or subsisting at the time this Resolution is passed, provided that such share options or share awards were granted in compliance with part VIII of Chapter 8 of the Catalist Rules of the SGX-ST; and

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

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

(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and

(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate 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 earlier. [Please see Explanatory Note (iv)] (Resolution 8)

BY ORDER OF THE BOARD

LIM HENG CHONG BENNY

LEE BOON YONG Joint Company Secretaries

Singapore, 3 April 2020

Explanatory Notes:

• (i) Key information on Dr Ang Peng Tiam, who is seeking re-appointment as a Director of the Company under Ordinary Resolution 4, is found on pages 9 and 109 to 114 of the Annual Report. Dr Ang Peng Tiam will, upon the re-election as Director of the Company, remain as a member of the Nominating Committee of the Company. Details of the share interests of Dr Ang Peng Tiam in the Company can be found on pages 34 and 104 of the Annual Report. Dr Ang Peng Tiam is the Chief Executive Officer of the Group.

• (ii) Key information on Mr S. Chandra Das, who is seeking re-appointment as a Director of the Company under Ordinary Resolution 5, is found on pages 8 and 109 to 114 of the Annual Report. Mr S. Chandra Das will, upon the re-election as Director of the Company, remain as Chairman of the Remuneration and Nominating Committees of the Company, and will be considered independent for the purposes of Rule 704(7) of the Catalist Rules. There are no relationships (including immediate family relationships) between Mr S. Chandra Das and the other Directors, the Company or its substantial shareholders.

• (iii) Key information on Mr Sitoh Yih Pin, who is seeking re-appointment as a Director of the Company under Ordinary Resolution 6, is found on pages 11 and 109 to 114 of the Annual Report. Mr Sitoh Yih Pin will, upon the re-election as Director of the Company, remain as Chairman of the Audit and Risk Committee and a member of the Remuneration Committee of the Company, and will be considered independent for the purposes of Rule 704(7) of the Catalist Rules. There are no relationships (including immediate family relationships) between Mr Sitoh Yih Pin and the other Directors, the Company or its substantial shareholders.

• (iv) Ordinary Resolution 8 above, if passed, will empower the Directors of the Company from the date of this AGM until the date 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 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, hundred per cent (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings), of which up to fifty per cent (50%) may be issued other than on a pro-rata basis to existing shareholders of the Company.

• Notes: 1. A member entitled to attend and vote at the AGM is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

• 1. Where a member appoints two (2) proxies, he/she shall specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.
• 1. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 101 Thomson Road, #09-02 United Square, Singapore 307591 not less than forty-eight (48) hours before the time appointed for holding the AGM.
• 1. (a) A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member’s form of proxy appoints more than one (1) proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy.

• (b) A member who is a relevant intermediary is entitled to appoint more than two (2) 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 form of proxy appoints more than two (2) proxies, the number and class (if applicable) of Shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

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

• 1. A member of the Company which is a corporation is entitled to appoint its authorised representatives or proxies to vote on its behalf.

• 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 members of the Company whose Shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have Shares entered against their names in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM as certified by The Central Depository (Pte) Limited to the Company.

Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM 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 processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for 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 ”), (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. This Notice has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, Hong Leong Finance Limited. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this Notice, including the correctness of any of the statements or opinions made or reports contained in this Notice. The contact person for the Sponsor is Mr Tang Yeng Yuen, Vice President, Head of Corporate Finance at 16 Raffles Quay, #01-05 Hong Leong Building, Singapore 048581. Telephone number: (65) 6415 9886.