F J Benjamin : Extraordinary General Meeting (Circular)

CIRCULAR DATED 2 FEBRUARY 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

THIS CIRCULAR IS ISSUED BY F J BENJAMIN HOLDINGS LTD (THE "COMPANY"). IF YOU ARE IN DOUBT AS TO THE ACTION THAT YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

Unless otherwise stated, capitalized terms on this cover are defined in this Circular under the section entitled "DEFINITIONS".

This Circular, together with the Notice of EGM and the accompanying Proxy Form have been made available on SGXNET and the Company's website at https://www.fjbenjamin.com/media-announcements.php.A printed copy of this Circular, together with the Notice of EGM and the accompanying Proxy Form will NOT be despatched to Shareholders.

If you have sold or transferred all your Shares, you should immediately inform the purchaser or transferee, or the bank, stockbroker or other agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee that this Circular, together with the Notice of EGM and the accompanying Proxy Form, may be accessed via SGXNET and the Company's website at https://www.fjbenjamin.com/media-announcements.php.

The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and opinions expressed in this Circular. The approval in-principle of the SGX-ST in relation to the Company's application for the Proposed Transfer shall not be taken as an indication of the merits of the Proposed Transfer, the Company, its subsidiaries and/or its securities.

F J BENJAMIN HOLDINGS LTD

(Company Registration Number: 197301125N)

(Incorporated in the Republic of Singapore)

CIRCULAR TO SHAREHOLDERS

in relation to

1. THE PROPOSED TRANSFER FROM THE MAINBOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED TO THE CATALIST; AND

1. THE PROPOSED NEW SHARE ISSUE MANDATE IN ACCORDANCE WITH SECTION 161 OF THE COMPANIES ACT, CHAPTER 50 AND RULE 806(2) OF THE CATALIST RULES.

IMPORTANT DATES AND TIMES

Last Date and Time for Lodgement of Proxy Form Date and Time of Extraordinary General Meeting Place of Extraordinary General Meeting

• 22 February 2021 at 11.00 a.m.
• 24 February 2021 at 11.00 a.m.
• The Extraordinary General Meeting will be held by way of electronic means (via live audio-visual webcast or live audio-only livestream)

TABLE OF CONTENTS
DEFINITIONS......................................................................................................................................................................	1
INTRODUCTION..................................................................................................................................................................	4
THE PROPOSED TRANSFER FROM THE MAINBOARD TO THE CATALIST..................................................................	5
THE PROPOSED NEW SHARE ISSUE MANDATE IN ACCORDANCE WITH SECTION 161 OF THE COMPANIES
ACT AND RULE 806(2) OF THE CATALIST RULES.........................................................................................................	16
INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS.............................................................................	18
MATERIAL LITIGATION.....................................................................................................................................................	19
DIRECTORS' RECOMMENDATION..................................................................................................................................	19
EXTRAORDINARY GENERAL MEETING.........................................................................................................................	19
ACTION TO BE TAKEN BY SHAREHOLDERS.................................................................................................................	19
DIRECTORS' RESPONSIBILITY STATEMENT.................................................................................................................	20
DOCUMENTS AVAILABLE FOR INSPECTION.................................................................................................................	20
NOTICE OF EXTRAORDINARY GENERAL MEETING..................................................................................................	N-1
PROXY FORM..................................................................................................................................................................	P-1

DEFINITIONS

IN THIS CIRCULAR, UNLESS THE CONTEXT OTHERWISE REQUIRES, THE FOLLOWING TERMS OR EXPRESSIONS SHALL HAVE THE FOLLOWING MEANINGS:

"AIP"	:	Has the meaning ascribed to it in Section 2.1.9 of this Circular
"Act" or "Companies Act"	:	The Companies Act (Cap. 50) of Singapore, as may be amended, varied or
		supplemented from time to time

"Board" or "Board of Directors" "Catalist"

"Catalist Rules"

"CDP"

"Circular" "Company" "Constitution"

• The board of directors of the Company as at the date of this Circular
• The Catalist board of the SGX-ST
• SGX-STListing Manual Section B: Rules of Catalist, as may be amended, supplemented and/or modified from time to time
• The Central Depository (Pte) Limited
• This circular to Shareholders dated 2 February 2021
• F J Benjamin Holdings Ltd
• The constitution of the Company as may be amended, modified or supplemented from time to time

"Control"	: The capacity to dominate decision-making, directly or indirectly, in relation
		to the financial and operating policies of the Company
"Controlling Shareholder"	:	A person who:
		(a)	holds directly or indirectly 15% or more of the nominal amount of all
			voting shares in the Company. The SGX-ST may determine that a
			person who satisfies this paragraph is not a controlling shareholder;
			or
		(b)	in fact exercises control over a company
"CPF"	:	The Central Provident Fund
"CPF Funds"	: The CPF account savings of CPF members, including the monies under
		the CPFIS
"CPFIS"	:	The CPF Investment Scheme
"Cure Period"	: Pursuant to Rule 1315 of the Mainboard Rules, the period of 36 months
		from the date on which an issuer is placed on the Watch-List, during which
		the issuer is required to take active steps to comply with Rule 1314 of the
		Mainboard Rules
"Directors"	:	The directors of the Company as at the date of this Circular
"Effective Transfer Date"	: The effective date of the Proposed Transfer
"EGM"	: The extraordinary general meeting of the Company, notice of which is set
		out on pages N-1 to N-4 of this Circular
"Enquiry"	: Has the meaning ascribed to it in Section 2.1.5 of this Circular
"Existing Share Issue Mandate"	: Has the meaning ascribed to it in Section 3.3.1 of this Circular
"Factors"	: Has the meaning ascribed to it in Section 2.3.6 of this Circular
"Financial Exit Criteria"	:	Means the following:
		(i)	record consolidated pre-tax profit for the most recently completed
			financial year (based on audited full year consolidated accounts);
			and
		(ii)	average daily market capitalisation of S$40 million or more over the
			last 6 months

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		DEFINITIONS
"FY"	:	Financial year ended or ending on 30 June, as the case may be
"Group"	:	The Company and its subsidiaries
"Latest Practicable Date"	:	22 January 2021
"Listing Manual"	: The Catalist Rules or the Mainboard Rules (as the case maybe), as may be
		amended, supplemented or modified from time to time
"Mainboard"	:	The Mainboard of the SGX-ST
"Mainboard Rules"	: The rules of the Listing Manual applicable to issuers listed on the Mainboard,
		as may be amended, supplemented and/or modified from time to time
"New Share Issue Mandate"	: The new general share issue mandate to allow the Directors to allot and
		issue new Shares and convertible securities of the Company pursuant to
		Rule 806(2) of the Catalist Rules
"Notice of EGM"	: The notice of EGM of the Company as set out on pages N-1 to N-4 of this
		Circular
"Proposed Sponsor"	: ZICO Capital Pte. Ltd.
"Proposed Transactions"	: The Proposed Transfer and the proposed adoption of the New Share Issue
		Mandate
"Proposed Transfer"	: The proposed transfer of the listing of the Company from the Mainboard to
		the Catalist
"Proxy Form"	: The proxy form in respect of the EGM as set out on pages P-1 to P-2 of this
		Circular
"Register of Members"	:	The register of members of the Company
"Resolutions"	: The special resolution for the Proposed Transfer, and the ordinary
		resolution for the proposed adoption of the New Share Issue Mandate, and
		"Resolution" shall mean each one of them
"Second Extension"	:	The second extension of the Cure Period to 4 March 2021
"Securities Account"	: A securities account maintained by a depositor with CDP but does not
		include a securities sub-account
"SFA"	: The Securities and Futures Act (Chapter 289) of Singapore, as may be
		amended, modified or supplemented from time to time
"SGXNET"	: Singapore Exchange Network, a system network used by listed companies
		in sending information and announcements to SGX-ST or any other system
		networks prescribed by SGX-ST for the purpose of SGX-ST making that
		information available to the market
"SGX-ST"	: Singapore Exchange Securities Trading Limited
"Shareholders"	: Registered holders of the Shares in the Register of Members of the Company,
		except that where the registered holder is CDP, the term "Shareholders"
		shall, in relation to such Shares mean the depositors whose Securities
		Accounts maintained with CDP are credited with the Shares
"Shares"	:	Ordinary shares in the capital of the Company
"Substantial Shareholder"	: In relation to a company, means a person which has an interest (as defined
		in the Companies Act) in one or more voting shares of the company and the
		total votes attached to that share, or those shares, is not less than 5% of the
		total votes attached to all the voting shares in the company
"SRS"	:	Supplementary Retirement Scheme

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