General Announcement::Responses To Questions From Shareholders and SIAS

(Incorporated in the Republic of Singapore)

(Company Registration No. 201414628C)

RESPONSES TO QUESTIONS FROM SHAREHOLDERS AND SIAS

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1. INTRODUCTION
   MS Holdings Limited (the "Company" and together with its subsidiaries, the "Group") refers to the Notice of Annual General Meeting, dated 12 August 2021 in respect of the Company's annual general meeting for the financial year ended 30 April 2021 ("AGM"). The AGM will be convened and held by electronic means on 27 August 2021 at 3.00 p.m. (Singapore time).
2. RESPONSE TO QUESTIONS FROM SHAREHOLDERS AND SIAS
   The Company has received questions from Shareholders and SIAS in relation to the resolutions to be tabled for approval at the AGM. The Company appreciates the questions raised by shareholders and is releasing with this announcement, the responses to the said questions.

BY ORDER OF THE BOARD

Yap Chin Hock

Executive Director and Chief Executive Officer

25 August 2021

This announcement has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Ms Charmian Lim (Tel: [phone]) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

1. What are MS Holdings future plans and CAPEX budget for 2022?
   The Group has not planned for any significant CAPEX for the financial year ended 30 April 2022 ("FY2022") given the evolving pandemic situation and economic uncertainty. The Group will remain cautious with the CAPEX planning/spending.
2. Is the current dividend payout sustainable?
   The current dividend payout of S$0.01 per share was declared having considered, inter alia, the Group's financial performance for the financial year ended 30 April 2021 ("FY2021") and is not representative of future dividend payouts. Future dividend payout is largely dependent on the overall macro environment and economy for the industry in Singapore, as well as the performance of the Group.
3. Moving forward, what are the distribution payouts that Shareholders can expect?
   Please refer to the response to Question 2. The Board of Directors of the Company ("Board") will consider, inter alia, the long-term interests of Shareholders and other stakeholders of the Group, the overall macro environment and economy for the industry in Singapore, as well as the performance of the Group and potential CAPEX requirements before making decision for any future distribution payouts.
4. I notice that MS Holdings has low liquidity given that the counter trading volume on SGX is relatively low? Are there any strategies or plans to improve the trading volume?
   The Group's primary focus will be to lookout for new business opportunities to grow its business and profitability thereby enhancing shareholders' value. The Group will also consider fund raising activities to shore up cash reserves for the expansion and growth of its business which will in turn hopefully improve the trading activity of the Company's shares.
5. Are there any intentions to privatize the company in the near future? The Company has no such plans at this juncture.
6. Reference is made to page 4 of the annual report under " Business Outlook"
7. 1. Management states that utilisation rate for mobile cranes has declined since April 2020.

We notice that the Company's core business had not been making commendable net profits even before the pandemic, does the management think that the business has the opportunity to turn around in the near future? If yes, why?

1. The pandemic would continue to adversely affect the business.

Can Shareholders assume that the Company would be expecting a net loss for the next financial year? If yes, what would be the range of net loss the management expects? (i) 0-1 million (ii) 1 to 3 millions (iii) more than 3 millions?

While the overall macro environment of the equipment leasing industry has evolved over the years, the present decline in utilisation rate largely stems from the COVID-19 pandemic, which has severely disrupted global economic activity and led to demand and supply chain disruptions. For the immediate future, any opportunity to turn the business around would depend on how Singapore and other jurisdictions manage the COVID-19 pandemic. While the Singapore Government plans the transition to treating COVID-19 as an endemic, there are still many uncertainties and unknown elements. As such, the Group is cautious of any improvement in the business and economic conditions in Singapore in the near future. Further, the Board is unable to comment on the expected financial performance of the Group and provide forward looking statements of this nature .

1. What is the Company's employee attrition rate during the past 1 year? Approximately 10%. Of which most are migrant workers.
2. Reference to page 106 " Key management personnel remuneration"

1. Short-termbenefits amounting to S$1.5 million.

Can the management clarify what are these benefits and the reasons for the increase from the previous financial year?

The increase is in relation to the bonus pay-out to directors and key management personnel having considered the financial performance of the Group for FY2021.

1. What amount and percentage of borrowings is associated with the Group's Pandan Road's property?
   Approximately 38% of the total borrowings is pertaining to the property loan.
2. Shareholders will definitely be surprised and happy that the board decides to generously distribute S$0.01 dividend for the current financial year.
3. 1. How does the board decide on this quantum?
   2. Will this dividend be a one-off or can shareholders expect for future dividends at least in the next financial year since the company lists this dividend under a Final dividend and not a Special Dividend.

Please refer to the responses to Question 2 & 3.

11. The Company's market float had been decreasing to 10.77% as stated in the annual report. This may cause the shares to be rather illiquid and undervalue the company as investors would find it hard to trade the company's shares in the exchange.

1. Can the management share what can be done to address the issue during the next year?

The management is constantly exploring various opportunities to improve the liquidity of the company's market float by various ways of corporate activities. Please refer to the response to Question 4.

12. It will be very wasteful of resources that those warrants issued by the company will likely expire unexercised as the market price of the shares trades below its exercise price at this point in time.

1. Can the management clarify and share their views on the decision on its exercise price and to go ahead with the rights cum warrants only to know that the warrants would not be able to be traded at the last minute.
2. Is the management optimistic that the warrants issued will be exercised before the expiration?

The Group completed the rights cum warrants issue in October 2018. For every 4 rights share, shareholders would be entitled to 1 free detachable warrant. The issue price of S$0.062 for each rights share and the exercise price of S$0.13 for each new share pursuant to the exercise of the warrants represented a discount of approximately 16.2% and a premium of approximately 75.7% respectively to the closing price of S$0.074 per share on the Catalist board of the Singapore Exchange Securities Trading Limited (the "SGX-ST") ("Catalist") on 21 August 2018 (being the full market day the shares were last transacted prior to the release of this announcement on the rights cum warrants issue).

The Board had, in determining the warrants exercise price had considered the trading price of the Company's shares then, the issue price of the rights shares and the period prior to the exercise date. The rights cum warrants issue was undertaken to strengthen the balance sheet of the Group at that point in time.

In respect to (ii), the Board and management are unable to provide speculative statements of such nature.

13. The theme of the 2021 annual report is "Building our capabilities". It builds on past themes in the annual reports such as:

2020 annual report - Building your future together

2019 annual report - Ascending to a brighter future

2018 annual report - Providing solutions, delivering value

2017 annual report - Creating sustainable growth and value

As noted in the letter to shareholders, the group has a lifting fleet of 30 mobile cranes and lorry cranes that have with lifting capabilities ranging from 25 tonnes to 750 tonnes. The group typically rents cranes to customers on a daily or short-term basis which increases the deployment flexibility and thus enabling the group to optimise the utilisation of its fleet. The group has established a wide customer base operating within the construction, marine, logistics, oil and gas as well as infrastructure industries in Singapore.

As reported in the first annual report after the group's successful IPO in November 2014, the group then had a fleet of 32 mobile cranes and lorry cranes.

1. Does management have an estimate of the group's market share in Singapore?
2. Can management help shareholders understand the competitive landscape in the crane rental business in Singapore?

There is no known market share data for the Group's business in Singapore.

The Group focuses on providing mobile cranes and lorry cranes that eliminate the requirement of a dedicated transport vehicle to transport them to the job sites. The Group typically rent out the cranes on a daily basis or short-term basis, thereby increase the flexibility of crane deployment.

Majority of the share in the crane rental business in Singapore remain concentrated among well-established companies with full swing of equipment range for oil refinery shutdown, construction and/or heavy-lift projects. i.e. crawler cranes, tower cranes, construction equipment.

In FY2021, revenue decreased by $4.2 million or 29.7% to $9.8 million due to challenges brought about by the COVID-19 pandemic, leading to lowered utilisation rates of cranes (page 3).

1. What were the utilisation rates of the Group's fleet of mobile and lorry cranes? How does that compare to the average utilisation rates before the pandemic, i.e. FY2019?
2. How has management finetuned the Group's operations to adapt to the new operating environment due to COVID-19? Is the Group affected by manpower constraints?
3. Has the Board/management reviewed its business model given the challenges brought about by the pandemic? In particular, did the Board/management consider longer-term rental of its fleet to provide greater stability to the Group's revenue?

The COVID-19 pandemic has severely disrupted global economic activity and led to demand and supply chain disruptions. The market is soft compared to pre-Covid. The management team has been working closely with customers to keep our customers engaged and to develop customer loyalty and retention by reviewing and improving on customer insights and valuable feedbacks received.

The management takes care of customers' engagement while rapidly addressing the needs of employees. Foreign workers are one of our important workforces to help the business and stay competitive. Government implemented movement restrictions and border controls has resulted in shifts to the Group's manpower schedule. However, the Group has sufficient manpower at present for the running of its crane business. As an employer, putting stringent infection-control measures for workers residing at our dormitory and taking care of their mental well-being are of utmost priority.

The Board and management have considered the need for flexibility in the current economic climate as well as the potential margins of the crane rental business and will continue its business model of supplying of cranes on ad-hoc or short-term basis.

At its IPO, the Group achieved revenue of approximately $17 million in FY2015. Revenue increased to $17.5 million in FY2016 and has been mixed:

FY2017 - $15.1 million FY2018 - $10.5 million FY2019 - $14.5 million FY2020 - $14.0 million FY2021 - $9.8 million

1. Please help shareholders better understand the growth prospects of the Group in the next 5-10 years. It is observed that revenue has decreased to $14.0-$14.5 million prior to the pandemic and that the Group's fleet has plateaued at 30-32 in the past 6-7 years since IPO.
2. Can management update shareholders on the progress made by Vanda Logistics Pte. Ltd.?