VICPLAS INTERNATIONAL LTD

(UEN 199805362R)

Incorporated in the Republic of Singapore

("Company / VIL")

MINUTES OF THE TWENTY-THIRD ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY 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 ON WEDNESDAY, NOVEMBER 24TH, 2021 AT 3.00 P.M.

Board of Directors(attended in person and via live audio-visual webcast)

Mr Yeo Wico

: Non-Executive Independent Chairman

Mr Ng Cher Yan

: Non-Executive Independent Director

Mr Ng Beng Tiong

: Non-Executive Independent Director

Mrs Jane Rose Philomene Gaines-Cooper

: Non-Executive Director

Mr Christopher Paul Lee

: Non-Executive Director

Senior management(attended in person and via live audio-visual webcast)

Mr Eric Cheng

: Group Chief Executive Officer

Mr Walter Tarca

: President of Medical Devices Segment

Mr Jay Cheng

: Group Operations Director

Ms Gan Ying Hui

: Chief Financial Officer

In attendance(attended via live audio-visual webcast)

Ms Christine Chan

: Legal Adviser, Allen & Gledhill LLP

Ms Celeste Yao

: Legal Adviser, Allen & Gledhill LLP

Mr Ronny Chandra

: Auditor, Deloitte & Touche LLP

Ms Esther Au

: Company Secretary

Shareholders(attended via live audio-visual webcast)

As set out in the attendance records maintained by the Company

  1. Introduction
    The Chairman, Mr Yeo Wico, welcomed the shareholders and attendees to the AGM. The Chairman introduced the members of the Board, the senior management team, the Company's legal adviser, the Company's auditor and the Company's secretary.
  2. Quorum
    As a quorum was present, the Chairman called the AGM to order.
  3. Notice
    The notice convening the AGM, proxy form, annual report and circular of the Company were sent to the shareholders of the Company by electronic means via publication on the Singapore Exchange Securities Trading Limited ("SGX-ST") on November 2, 2021 and were also made available on the Company's website.
  4. Corporate Presentation

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Vicplas International Ltd

Minutes of Twenty-Third Annual General Meeting held on November 24, 2021

Before the meeting proceeded with the business of the AGM, a Corporate presentation was presented by Mr Jay Cheng, Ms Gan Ying Hui and Mr Walter Tarca. A copy of the Corporate presentation was published on the SGX-ST website on November 24, 2021 (Announcement Reference: SG211102MEETKO4B) and a copy is also attached hereto.

  1. Live Questions & Answers ("Q&A") session
    After the conclusion of the Corporate presentation, the Chairman opened the floor for the 'live' Q&A session. There were no questions received from shareholders of the Company during the 'live' Q&A session
  2. Voting
    In view of the COVID-19 (Temporary Measures) Act 2020 and related order on the conduct of general meetings, the Chairman informed that all votes on the resolutions tabled at the AGM would be by proxy. Shareholders of the Company voted by appointing the Chairman of the AGM as their proxy. All resolutions tabled at the AGM were voted by poll based on proxy forms that were submitted within 72 hours before the AGM. The validity of the proxies submitted by shareholders of the Company within the deadline of 3.00 p.m. on November 21, 2021, had been reviewed and the votes of all such valid proxies had been counted by B.A.C.S. Private Limited, the polling agent, and verified by Finova BPO Pte Ltd, the Scrutineer appointed by the Company.

The Chairman proceeded to the items on the agenda for the AGM.

Ordinary Business

7. Ordinary Resolution No.1

Directors' Statement and Audited Financial Statements

The first item on the agenda was to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended July 31, 2021 and the Auditor's Report thereon.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

The Chairman declared Resolution No. 1 carried.

8. Ordinary Resolution No. 2

Final (one-tier tax exempt) dividend of S$0.0045 per share

The Chairman informed shareholders that the Directors had recommended the payment of a final (one-tier tax exempt) dividend of S$0.0045 per share for the year ended July

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Vicplas International Ltd

Minutes of Twenty-Third Annual General Meeting held on November 24, 2021

31, 2021 and if approved, would be paid on January 21, 2022 to shareholders whose names appear in the Register of Members of the Company on January 11, 2022.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

The Chairman declared Resolution No. 2 carried.

9. Ordinary Resolution No. 3 Directors' Fees

Ordinary Resolution No. 3 relates to the payment of S$270,411 as fees to the Directors of the Company for the year ended July 31, 2021.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

The Chairman declared Resolution No. 3 carried.

10. Ordinary Resolution No. 4

Re-election of Mr Ng Beng Tiong as a Director of the Company

Ordinary Resolution No. 4 relates to the re-election of Mr Ng Beng Tiong, who retires as a Director of the Company pursuant to Article 119 of the Company's Constitution. Mr Ng Beng Tiong had consented to continue in office. The Nominating Committee ("NC") of the Company (with Mr Ng Beng Tiong abstaining) had recommended that he be re-elected at this meeting. If re-elected, Mr Ng Beng Tiong will remain as an Independent Non- Executive Director and a member of the Audit and Risk Committee ("ARC") of the Company.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

The Chairman declared Resolution No. 4 carried.

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Vicplas International Ltd

Minutes of Twenty-Third Annual General Meeting held on November 24, 2021

11. Ordinary Resolution No. 5

Re-election of Mr Yeo Wico as a Director of the Company

As Ordinary Resolution No. 5 concerned the re-election of the Chairman as a Director of the Company, he handed the proceedings over to a fellow Director, Mr Ng Cher Yan.

Ordinary Resolution No. 5 relates to the re-election of Mr Yeo Wico, who retires as a Director of the Company pursuant to Article 115 of the Company's Constitution.

Mr Yeo Wico had consented to continue in office. The NC (with Mr Yeo Wico abstaining) had recommended that he be re-elected at this meeting. If re-elected, Mr Yeo Wico will remain as the Chairman of the Board, the Chairman of the NC and a member of each of the ARC, the Remuneration Committee ("RC") and the Strategy Committee of the Company.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

Mr Ng Cher Yan declared Resolution No. 5 carried and he handed the proceedings back to the Chairman.

12. Ordinary Resolution No. 6

Re-election of Mr Ng Cher Yan as a Director of the Company

Ordinary Resolution No. 6 relates to the re-election of Mr Ng Cher Yan, who retires as a Director of the Company pursuant to Article 115 of the Company's Constitution. Mr Ng Cher Yan had consented to continue in office. The NC (with Mr Ng Cher Yan abstaining) had recommended that Mr Ng Cher Yan be re-elected at this meeting. If re-elected, Mr Ng Cher Yan would remain as the Chairman of the ARC, the Chairman of the RC and a member of the NC of the Company.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

The Chairman declared Resolution No. 6 carried.

13. Ordinary Resolution No. 7 Re-appointmentof Auditor

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Vicplas International Ltd

Minutes of Twenty-Third Annual General Meeting held on November 24, 2021

Ordinary Resolution No. 7 relates to the re-appointment of Deloitte & Touche LLP as the Company's Auditor and to authorise the Directors of the Company to fix their remuneration. Deloitte & Touche LLP had expressed their willingness to accept re-appointment and the ARC had recommended that they be re-appointed at this meeting.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

The Chairman declared Resolution No. 7 carried.

Special Business

14. Ordinary Resolution No. 8

"Tier-1"approval for Mr Yeo Wico

Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST (which will take effect from January 1, 2022), provides that an Independent Director who has served for more than 9 consecutive years would not be considered as independent unless the company has sought prior approval from shareholders, via 2 separate resolutions, for his or her continued appointment as an Independent Director. The 2 separate resolutions would have to be voted by (i) all shareholders ("Tier-1") and (ii) shareholders (excluding Directors and CEO of the company, and their associates) ("Tier-2"). If Tier-1 and Tier- 2 approvals are obtained, such approvals would remain in force until the earlier of

  1. retirement or resignation of such director, as the case may be, and (ii) the conclusion of the third Annual General Meeting of the company following the passing of the resolutions under Tier-1 and Tier-2.

As Ordinary Resolution Nos. 8 and 9 concerned the continued appointment of the Chairman as an Independent Director of the Company, he handed the proceedings over to a fellow Director, Mr. Ng Cher Yan.

Ordinary Resolution No. 8 was to seek shareholders' approval for Mr Yeo Wico's continued appointment as an Independent Director under Tier 1.

The votes had been counted and verified by the Scrutineer and the results of the poll were as follows:

Mr Ng Cher Yan declared Resolution No. 8 carried.

15. Ordinary Resolution No. 9

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Vicplas International Ltd. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 09:30:03 UTC.