General Announcement::MINUTES OF AGM HELD ON 26 OCTOBER 2021

	GRP LIMITED
	(the "Company")
	(Registration Number 197701449C)
	(Incorporated in the Republic of Singapore)
	MINUTES OF ANNUAL GENERAL MEETING
PLACE	: The Annual General Meeting of the Company was held by way of electronic
	means
DATE	: Tuesday, 26 October 2021
TIME	: 10.30 a.m.

1. CHAIRMAN

Mr Teo Tong How, the Independent Non-Executive Director and Chairman, invited Mr Goh Lik Kok (the "Chairman"), the Independent Non-Executive Director and Chairman of the Audit Committee, to chair the Meeting. Mr Goh welcomed and thanked members for taking their time to watch the proceedings of the annual general meeting (the "Meeting" or "AGM") of the Company.

To minimise physical interactions and COVID-19 transmission risks, the AGM was conducted via "live" audio-visual webcast or "live" audio-only stream.

The Chairman then introduced the following attendees who were present at the AGM via webcast, namely:

1. Mr Kwan Chee Seng (Executive Director)
2. Mr Mahtani Bhagwandas (Independent Non-Executive Director)
3. Mr Peter Moe (Independent Non-Executive Director)
4. Ms Kwan Yu Wen (Non-IndependentNon-Executive Director)
5. Mr Kantilal Champaklal (Chief Financial Officer)

The Company's Company Secretary and representatives from the Company's External Auditors, Baker Tilly TFW LLP, were also present at the AGM via webcast.

1. QUORUM
   Having ascertained that a quorum was present, the Chairman called the Meeting to order at
   10.30 a.m..
2. NOTICE
   The notice of Meeting dated 11 October 2021 (the "Notice"), having been made available previously to the members on the SGXNet and the Company's website, was taken as read.
3. PRESENTATION BY EXECUTIVE DIRECTOR
   The Chairman then invited Mr Kwan Chee Seng, the Executive Director, to make a presentation on the Group's business and operations. A copy of Mr Kwan Chee Seng's presentation slides was enclosed in the Company's announcement released via SGXNet on 26 October 2021.
   Highlights of Mr Kwan's presentation are set out below:
4. 1. During the financial year ended 30 June 2021 ("FY2021"), the Group's balance sheet remains strong with cash and cash equivalents at S$25.7m (excluding Luminor Financial Holdings Limited ("LFHL")). The year-on-year decrease in the cash and cash equivalents

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Minutes of Annual General Meeting

is due to the announced distribution in specie of LFHL shares which resulted the exclusion of LFHL's cash balance as at 30 June 2021.

1. There was a decrease in the Group's overall revenue by about 5% to S$14.36m compared to the Group's overall revenue of S$15.11m for FY2020, which has been restated to exclude contributions from LFHL.
2. The Group's balance sheet remains healthy with cash accounting for 68% of the Group's net asset value. The Group's debt-to-equity ratio and current ratio are 0.0242 and 3.529 respectively.
3. Hose & Marine, Measuring Instruments Business Update
4. • The business will continue to focus on increasing brand agencies and complementary products.
   • When movement control eases, the Group will focus on leveraging on existing distribution networks and channels to increase coverage.
5. Property Business Update
6. • The Group will concentrate on its efforts to recover the balance of advances it made to the Kaiping District Government for the Tangshan initiative.
   • On the Polo Club Residence project in Tambun, Perak, Malaysia, the Group has successfully converted the land use right from agriculture use to residential use, and finally obtained approval to convert it to commercial use. The successful conversion to commercial use meant that the development would not be required to provide for provision of bumiputra allocation, and no longer be governed under Housing Development Act. In addition, the plot ratio will be increased which will allow more space to be developed and that the project team could re-look the development design to further enhance its value.
   • The Group's affordable housing project in Sri Iskandar is slated to launch on 11
     November 2021. During the first phase, 456 units will be available for bookings and entry into SPAs with buyers.
7. Distribution in Specie ("DIS") Update
8. • During September 2021, the Company's shareholders approved the DIS. It is expected that the DIS will be completed during end December 2021. With the LFHL shares distributed, shareholders have the option of unlocking value in LFHL.
   • The Board is of the view that this DIS exercise further increases shareholders' value.
   • With the completion of the DIS, GRP could reduce compliance and regulatory cost, and allow management to focus on strategies to grow long-term value further. It also allows LFHL to manage its fast-growing business independently.

5. POLL VOTING

After the presentation, the Chairman informed the Meeting that in accordance with Rule 730A(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), all motions tabled at the AGM will be voted on by way of a poll pursuant to Regulation 58 of the Company's Constitution. All the proposed resolutions would require a simple majority of votes for them to be carried.

The Company has appointed B.A.C.S. Private Limited as polling agent and Finova BPO Pte. Ltd. as scrutineer for the poll.

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The Chairman further informed the Meeting that he had been appointed as proxy by certain members to vote on their behalf in his capacity as Chairman of the Meeting and had voted in accordance with their instructions. The votes had been counted by the polling agent and verified by the scrutineer, and the results of each resolution would be announced after it is read, proposed and seconded.

6. QUESTIONS FROM SIAS AND MEMBERS

The Chairman informed that the Company has responded to the question from SIAS relating to the annual report and had not received any questions from members relating to the resolutions set out in the Notice.

7. RESOLUTION 1: AUDITED FINANCIAL STATEMENTS AND REPORTS

The Chairman presented the first item on the agenda which was to receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 30 June 2021 together with the Independent Auditor's Report thereon.

The Chairman proposed the following motion to the Meeting:

"That the Directors' Statement and Audited Financial Statements for the financial year ended 30 June 2021 together with the Independent Auditor's Report thereon be received and adopted."

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

		NO. OF SHARES	% FOR	NO. OF SHARES	% AGAINST
		FOR		AGAINST
	Resolution 1	75,886,730	100%	0	0.00%
	Based on the results, the Chairman declared Ordinary Resolution 1 carried.
8.	RESOLUTION 2: DIRECTORS' FEES FOR FINANCIAL YEAR ENDED 30 JUNE 2021
	The next item on the agenda was to seek members' approval for the payment of directors' fees
	for the financial year ended 30 June 2021. The board of directors recommended the payment
	of directors' fees of $146,250.00 for the financial year ended 30 June 2021.
	The Chairman proposed the following motion to the Meeting:
	"That the payment of Directors' fees amounting to $146,250.00 for the financial year ended 30
	June 2021 be approved"
	The motion was duly seconded by a member.
	The Chairman announced the poll results as follows:
		NO. OF SHARES	% FOR	NO. OF SHARES	% AGAINST
		FOR		AGAINST
	Resolution 2	75,886,730	100%	0	0.00%

Based on the results, the Chairman declared Ordinary Resolution 2 carried.

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9. RESOLUTION 3: RE-ELECTION OF MR TEO TONG HOW

The next item on the agenda was to seek members' approval for the re-election of Mr Teo Tong How, who is retiring under Regulation 89 of the Company's Constitution, as a Director of the Company. Mr Teo has indicated his consent to act in office.

The Chairman proposed the following motion to the Meeting:

"That Mr Teo Tong How be re-elected as a Director of the Company." The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

		NO. OF SHARES	% FOR		NO. OF SHARES	% AGAINST
		FOR			AGAINST
	Resolution 3	75,886,730	100%		0	0.00%
	Based on the results, the Chairman declared Ordinary Resolution 3 carried.
10.	RESOLUTION 4: RE-ELECTION OF MR GOH LIK KOK
	The next item on the agenda was chaired by Mr Peter Moe as it relates to the Chairman's own
	re-election as Director of the Company. Mr Moe proceeded with resolution 4 on the agenda,
	which was to seek members' approval for the re-election of Mr Goh Lik Kok, who is retiring
	under Regulation 89 of the Company's Constitution, as a Director of the Company. Mr Goh has
	indicated his consent to act in office.
	Mr Moe proposed the following motion to the Meeting:
	"That Mr Goh Lik Kok be re-elected as a Director of the Company."
	The motion was duly seconded by a member.
	Mr Moe announced the poll results as follows:
		NO. OF SHARES	% FOR		NO. OF SHARES	% AGAINST
		FOR			AGAINST
	Resolution 4	75,886,730	100%		0	0.00%
	Based on the results, Mr Moe declared Ordinary Resolution 4 carried.
11.	RESOLUTION 5: RE-ELECTION OF MR MAHTANI BHAGWANDAS

The next item on the agenda was to seek members' approval for the re-election of Mr Mahtani Bhagwandas, who is retiring under Regulation 89 of the Company's Constitution, as a Director of the Company. Mr Mahtani has indicated his consent to act in office.

The Chairman proposed the following motion to the Meeting:

"That Mr Mahtani Bhagwandas be re-elected as a Director of the Company." The motion was duly seconded by a member.

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The Chairman announced the poll results as follows:

	NO. OF SHARES	% FOR	NO. OF SHARES	% AGAINST
	FOR		AGAINST
Resolution 5	75,886,730	100%	0	0.00%

Based on the results, the Chairman declared Ordinary Resolution 5 carried.

12. RESOLUTION 6: RE-APPOINTMENT OF AUDITOR

The next item on the agenda was to seek members' approval for the re-appointment of Baker Tilly TFW LLP as the Independent Auditor of the Company and authorise the Directors to fix their remuneration.

The Chairman proposed the following motion to the Meeting:

"That Messrs Baker Tilly TFW LLP be re-appointed as auditor of the Company and the Directors be authorised to fix its remuneration."

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

			NO. OF SHARES	% FOR	NO. OF SHARES	% AGAINST
			FOR		AGAINST
	Resolution 6	75,886,730	100%	0	0.00%
	Based on the results, the Chairman declared Ordinary Resolution 6 carried.
13.	RESOLUTION 7: AUTHORITY TO ALLOT AND ISSUE SHARES
	As there were no further items of ordinary business arising, the Chairman proceeded to deal
	with the items of special business.
	The next item on the agenda was to seek members' approval by ordinary resolution to authorise
	the directors to allot and issue new shares and convertible securities pursuant to Section 161
	of the Companies Act, Chapter 50 (the "Companies Act") and Rule 806 of the Listing Manual.
	The Proposed Ordinary Resolution 7 stated in the Notice was taken as read.
	The Chairman proposed the following motion to the Meeting:
	"THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the "Act") and
	Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the
	"SGX-ST"), the Directors of the Company be authorised and empowered to:
	(a) (i)	allot and issue shares in the share 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 may at their absolute discretion deem fit; and