Annual General Meeting::Voluntary

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 41st Annual General Meeting of the Company will be convened and held by way of electronic means on Thursday, 24 June 2021 at 10.00 a.m. to transact the business as set out below.

This Notice has been made available on SGXNET and the Company's website at www.tmcltd.com.sg. A printed copy of this Notice will not be despatched to members.

ORDINARY BUSINESS

1. To receive and adopt the directors' statement and audited financial statements for the year ended 28 February 2021

and the auditors' report thereon.

(Resolution 1)

2. To re-elect Mr Lee Sai Sing, a director who will cease to hold office pursuant to Article 88 of the Company's

Constitution and who, being eligible, will offer himself for re-election.

(Resolution 2)

Note: Mr Lee Sai Sing, if re-elected as a director, will remain an executive director of the Company and a member of the nominating committee. Detailed information on Mr Lee is set out on pages 9 and 105 to 107 of the Annual Report 2021.

1. To note the retirement of Mr Low Wing Hong as a director under Article 89 of the Company's Constitution.
   Note: Upon the retirement of Mr Low Wing Hong, he will cease to be a member of the audit committee and remuneration committee.
2. To re-appoint KPMG LLP as auditors of the Company and to authorise the directors to fix their

remuneration.

(Resolution 3)

SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without modifications, the following resolutions as ordinary resolutions:

5. Approval of directors' fees

"That directors' fees of S$102,000 for the year ended 28 February 2021 be and are hereby approved." (2020:

S$110,000)

(Resolution 4)

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NOTICE OF

ANNUAL GENERAL MEETING

6. Authority to allot and issue shares and convertible securities

"That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), authority be and is hereby given to the directors of the Company to allot and issue shares and convertible securities in the Company (whether by way of rights, bonus or otherwise) at any time and from time to time thereafter to such persons and upon such terms and conditions and for such purposes as the directors may in their absolute discretion deem fit, provided always that the aggregate number of shares and convertible securities to be issued pursuant to this resolution does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company as at the date of the passing of this resolution, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company as at the date of the passing

of this resolution, and for the purpose of this resolution, the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company at the time this resolution is passed (after adjusting for new shares arising from the conversion or exercise of convertible securities or exercise of share options or vesting of share awards which are outstanding or subsisting at the time this resolution is passed and any subsequent bonus issue, consolidation or subdivision of the Company's shares), and unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held,

whichever is the earlier."

(Resolution 5)

7. Approval for the continued appointment of Mr Tan Kok Hiang as an independent director for purposes of Rule 210(5)(d)(iii)(A) of the Listing Manual of the SGX-STby all shareholders

"That contingent upon the passing of resolution 7 and pursuant to Rule 210(5)(d)(iii)(A) of the Listing Manual of the SGX-ST which will take effect on 1 January 2022:

1. the continued appointment of Mr Tan Kok Hiang as an independent director be and is hereby approved; and
2. the authority conferred by this resolution shall continue in force until the earlier of the retirement or resignation of Mr Tan as a director or the conclusion of the third Annual General Meeting of the Company following the

passing of this resolution."

(Resolution 6)

8. Approval for the continued appointment of Mr Tan Kok Hiang as an independent director for purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-STby shareholders, excluding the directors and the chief executive officer of the Company and their respective associates

"That contingent upon the passing of re solution 6 and pursuant to Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST which will take effect on 1 January 2022:

1. the continued appointment of Mr Tan Kok Hiang as an independent director be and is hereby approved; and
2. the authority conferred by this resolution shall continue in force until the earlier of the retirement or resignation of Mr Tan as a director or the conclusion of the third Annual General Meeting of the Company following the

passing of this resolution."

(Resolution 7)

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OTHER BUSINESS

9. To transact such other business as can be transacted at an Annual General Meeting of the Company.

By Order of the Board

Chen Lee Lee

Company Secretary

Singapore

7 June 2021

Statement pursuant to Article 52 of the Company's Constitution

The ordinary resolution 4 proposed in item 5 above is to approve the payment of directors' fees for the year ended 28 February 2021.

The ordinary resolution 5 proposed in item 6 above is to authorise the directors from the date of the above meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares and convertible securities which the directors may allot and issue under this resolution shall not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company at the time this resolution is passed. For issues of shares and convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company at the time this resolution is passed.

The ordinary resolutions 6 and 7 proposed in items 7 and 8 respectively are in anticipation of Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST which will take effect on 1 January 2022.

With effect from 1 January 2022, Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST will provide that a director will not be independent if he has been a director for an aggregate period of more than nine years and his continued appointment as an independent director has not been sought and approved in separate resolutions by (A) all shareholders; and (B) shareholders, excluding the directors and the chief executive officer of the Company and their respective associates.

Mr Tan Kok Hiang is an independent director who has served for more than nine years. The Company is proposing to seek the requisite approval from shareholders for his continued appointment as an independent director via a two-tier voting process for a three-year term, with effect from the passing of these resolutions until the conclusion of the third Annual General Meeting of the Company following the passing of these resolutions.

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NOTICE OF

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Notes

1. This Annual General Meeting ("AGM") 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.
2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the Meeting in advance of the AGM, addressing of substantial and relevant questions at the AGM and voting by appointing the Chairman of the Meeting as proxy at the AGM, are set out in the Company's announcement dated 7 June 2021 which has been uploaded together with this Notice of AGM on SGXNET on the same day. This announcement may also be accessed at the Company's website at www.tmcltd.com.sg.
3. Due to the current COVID-19 restriction orders in Singapore, a member will not be able to attend the AGM in person. A member (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such member wishes to exercise his/ her/its voting rights at the AGM. In appointing the Chairman of the Meeting as proxy, a member (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, 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 by 5.00 p.m. on 14 June 2021.
4. The Chairman of the Meeting, as proxy, need not be a member of the Company.
5. The instrument appointing the Chairman of the Meeting as proxy must be submitted to the Company in the following manner:
6. • if submitted electronically, be submitted via email to the Company's Share Registrar, M & C Services Private Limited at [e-mail]; or
   • if submitted by post, be deposited at the registered office of the Company at 150 Changi Road #03-05, Guthrie Building, Singapore 419973,

in either case by 10.00 a.m. on 22 June 2021.

A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

In view of the current COVID-19 situation in Singapore, members are strongly encouraged to submit completed Proxy Forms electronically via email.

6. By (a) submitting an instrument appointing the Chairman of the Meeting as proxy to attend, speak and vote at the AGM and/or any adjournment thereof, (b) completing the pre-registration in accordance with the Company's announcement dated 7 June 2021, or (c) submitting any question prior to the AGM in accordance with the Company's announcement dated 7 June 2021, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the following purposes: (i) processing, administration and analysis by the Company (or its agents or service providers) of proxy forms appointing the Chairman of the Meeting as proxy for the AGM (including any adjournment thereof); (ii) processing of the pre-registration for purposes of granting access to members to the live audio-visual webcast or live audio-only stream of the AGM proceedings; (iii) addressing substantial and relevant questions from members received before the AGM and if necessary, following up with the relevant members in relation to such questions; (iv) preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof); and (v) enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

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