VibroPower : EXTRAORDINARY /SPECIAL GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

VIBROPOWER CORPORATION LIMITED

(Company Registration Number 200004436E)

(Incorporated in the Republic of Singapore on 23 May 2000)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of VibroPower Corporation Limited (the "Company") will be held by way of electronic means on 30 April 2021 at 9.30 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company scheduled to be held by way of electronic means at

9.00 a.m. on the same day) for the purpose of considering and, if thought fit, passing with or without modifications, the following Ordinary Resolutions:

ORDINARY RESOLUTION 1

Proposed Renewal of the Share Purchase Mandate

That:

1. for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares fully paid in the capital of the Company (the "Shares") not exceeding in aggregate the Maximum Limit (as hereinafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of:
2. 1. market purchases (each a "Market Purchase") on the Singapore Exchange Securities Trading Limited (the "SGX-ST"); and/or
   2. off-marketpurchases (each an "Off-Market Purchase") effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Companies Act and the Listing Manual of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

1. unless revoked or varied by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Ordinary Resolution and expiring on the earlier of:
2. 1. the date on which the next annual general meeting of the Company is held or required by law to be held; and
   2. the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate are carried out in full to the Maximum Limit mandated;

VibroPower Corporation Limited

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. in this Ordinary Resolution:
   "Maximum Limit" means such number of issued Shares representing 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the passing of this Ordinary Resolution unless the Company has effected a reduction of its issued share capital in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period (as hereinafter defined), in which event the total number of issued Shares shall be taken to be the total number of issued 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 of the extraordinary general meeting at which the renewal of the Share Purchase Mandate is approved and expiring on the date the next annual general meeting is held or required by law to be held, whichever is earlier, after the date of this Ordinary Resolution; and
   "Maximum Price", in relation to a Share to be purchased or acquired pursuant to the Share Purchase Mandate, means the purchase price (excluding brokerage, commission, stamp duties, applicable goods and services tax and other related expenses) which shall not exceed:
2. 1. in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
   2. in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price of the Shares,

where:

"Average Closing Price" means the average of the closing market prices of a Share traded on the SGX-ST over the last five (5) market days on which transactions in the Shares were recorded immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer (as hereinafter defined) pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five-day period and the date of the Market Purchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase; and

"date of the making of the offer" means the date 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 Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;

1. the Directors of the Company be and are hereby authorised to deal with the Shares purchased or acquired by the Company, pursuant to the Share Purchase Mandate, in any manner as they think fit, which is permitted under the Companies Act; and
2. 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 Ordinary Resolution.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION 2

Proposed Renewal of the Shareholders' General Mandate for Interested Person Transactions

That:

1. approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (the "Chapter 9") of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), 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 set out in section 3.4 of the circular to shareholders of the Company dated 14 April 2021 (the "Circular") with any person who is of the class or classes of interested persons described in sections 3.2 and 3.3 of the Circular, provided that such transactions are made on normal commercial terms in accordance with the review procedures for interested person transactions set out in section 3.6 of the Circular (the "IPT Mandate");
2. the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue to be in force until the conclusion of the next annual general meeting of the Company;
3. the Audit Committee of the Company be and is hereby authorised to take such action as it deems proper in respect of procedures and/or to modify or implement such procedures as may be necessary to take into consideration any amendment to Chapter 9 which may be prescribed by the SGX-ST from time to time; and
4. the Directors of the Company and/or any of them be and are hereby authorised and empowered 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 Ordinary Resolution.

By Order of the Board

Sia Huai Peng

Company Secretary

Singapore

14 April 2021

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTES:

1. In respect of the Share Purchase Mandate, the Company may use internal sources of funds or external borrowings or a combination of both to finance the purchase or acquisition of its Shares. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the date of this Notice of Extraordinary General Meeting as these will depend on the number of Shares purchased or acquired, whether the purchase or acquisition of Shares is made out of capital or profits, the price at which such Shares were purchased or acquired and whether the Shares purchased or acquired are held as treasury shares or cancelled.
   Purely for illustrative purposes only, the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Purchase Mandate on the audited financial statements of the Company and the Company and its subsidiaries for the financial year ended 31 December 2020, based on certain assumptions, are set out in section 2.8 of the Circular. Please refer to the Circular for more details.
2. The Extraordinary General Meeting (the "EGM") 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 (the "Order"). Printed copies of this Notice of EGM, the accompanying Proxy Form and the Circular will not be sent to members. Instead, this Notice of EGM, the accompanying Proxy Form and the Circular will be published electronically on (i) SGXNET at the URL https://www.sgx.com/securities/company-announcementsand (ii) the Company's website at the URL https://www.vibropower.com.
3. Alternative arrangements for the EGM relating to, amongst other things, attendance at the EGM via electronic means (including arrangements by which the EGM may be electronically accessed via live webcast), submission of questions to the Chairman of the Meeting in advance of the EGM, addressing of substantial and relevant questions at the EGM and voting by appointing the Chairman of the Meeting as proxy at the EGM, are set out in the Company's announcement dated 14 April 2021. Such announcement may be accessed at the Company's website at the URL https://www.vibropower.com and is also available on SGXNET at the URL https://www.sgx.com/securities/company-announcements.
4. Due to the current COVID-19 situation, the EGM will be held by electronic means and a member will NOT be able to attend the EGM in person. A member (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to vote on his/her/its behalf at the EGM if such member wishes to exercise his/her/its voting rights at the EGM. Please note that a member may not vote at the EGM otherwise than by way of appointing the Chairman of the Meeting as the member's proxy. Printed copies of the Proxy Form for the EGM will not be sent to members. The Proxy Form for the EGM may be accessed at the Company's website at the URL https://www.vibropower.com and is also available on SGXNET 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 (7) working days before the EGM (i.e. by 9.30 a.m. on 20 April 2021) in order to allow sufficient time for their respective CPF Agent Banks or SRS Operators to in turn submit a proxy form to appoint the Chairman of the Meeting to vote on their behalf by 9.30 a.m. on 28 April 2021.
5. The Chairman of the Meeting, acting as proxy, need not be a member of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. The Proxy Form must be submitted to the Company in the following manners:
2. 1. if submitted by post, be deposited at the registered office of the Company at 11 Tuas Avenue 16, Singapore 638929; or
   2. if submitted electronically, be submitted via email in Portable Document Format (PDF) format to the Company at [e-mail],

in either case, at least 48 hours before the time fixed for holding the EGM. A member who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above.

In view of the current COVID-19 situation, members are strongly encouraged to submit the completed Proxy Forms by way of electronic means via email.

PERSONAL DATA PRIVACY:

By submitting a proxy form appointing the Chairman of the Meeting as proxy to attend, speak and vote at the EGM 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 and administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting as proxy for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (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.

VibroPower Corporation Limited

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