Secura : Letter to Shareholder

LETTER TO SHAREHOLDERS DATED 6 APRIL 2022

THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the action you should take, you should consult your stockbroker or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of Secura Group Limited (the "Company"), you should immediately forward this Letter (as defined herein), the Notice of AGM (as defined herein) and the enclosed Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Letter has been prepared by the Company and has been reviewed by the Company's sponsor, United Overseas Bank Limited (the "Sponsor"), for compliance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.

This Letter has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Letter, including the correctness of any of the statements or opinions made, or reports contained in this Letter.

The contact person for the Sponsor is Mr. Lim Hoon Khiat, Director, Equity Capital Markets at 80

Raffles Place, #03-03 UOB Plaza 1, Singapore 048624, telephone [phone].

SECURA GROUP LIMITED

(Incorporated in the Republic of Singapore) (Company Registration Number: 201531866K)

LETTER TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

TABLE OF CONTENTS

DEFINITIONS ......................................................................................................................................... 1

• 1. INTRODUCTION ............................................................................................................................. 5

• 2. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE ........................................ 5

• 3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .................................... 21

• 4. DIRECTORS' RECOMMENDATION ............................................................................................ 21

• 5. ANNUAL GENERAL MEETING .................................................................................................... 21

• 6. ABSTENTION FROM VOTING ..................................................................................................... 22

• 7. DIRECTORS' RESPONSIBILITY STATEMENT ........................................................................... 22

• 8. DOCUMENTS FOR INSPECTION .............................................................................................. 22

DEFINITIONS

In this Letter, the following definitions shall apply throughout unless the context otherwise requires or unless otherwise stated:

"AGM"	:
"Annual Report"	:
"Associate"	:
"Average Closing Price"	:	Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
"Board"	:	The Board of Directors.
"Catalist"	:	The Catalist Board of the SGX-ST.
"Catalist Rules"	:	The SGX-ST Listing Manual Section B: Rules of Catalist, as may
be amended, modified or supplemented from time to time.
"CDP"	:	The Central Depository (Pte) Limited.
"Companies Act"	:	The Companies Act 1967 (Singapore), as amended, modified or
supplemented from time to time.
"Company"	:	Secura Group Limited.
"concert parties"	:	Has the meaning ascribed to it in paragraph 2.9.2 of this Letter.
"Constitution"	:	The constitution of the Company, as amended, modified or
supplemented from time to time.
"control"	:	The capacity to dominate decision-making, directly or indirectly,
in relation to the financial and operating policies of a company.
1

(b)

The annual general meeting of the Company to be held on 21 April 2022 at 10.30 a.m..

The annual report of the Company for FY2021.

(a) In relation to any Director, chief executive officer,

Substantial Shareholder or Controlling Shareholder (being an individual) means:

• (i) his immediate family;

• (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and

• (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and

in relation to a Substantial Shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more.

"Controlling Shareholder"	:
(b) in fact exercises control over the Company.
"Court"	:	The High Court of the Republic of Singapore or a judge thereof.
"day of the making of the	:	Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
offer"
"Director"	:	A director of the Company for the time being.
"EPS"	:	Earnings per Share.
"FY2021"	:	Financial year ended 31 December 2021
"Group"	:	The Company and its subsidiaries.
"Kestrel Investments"	:	Kestrel Investments Pte. Ltd..
"Latest Practicable Date"	:	25 March 2022, being the latest practicable date prior to the date
of this Letter.
"Letter"	:	This letter to Shareholders dated 6 April 2022.
"Market Day"	:	A day on which the SGX-ST is open for trading in securities.
"Market Purchases"	:	Has the meaning ascribed to it in paragraph 2.3.3 of this Letter.
"Maximum Price"	:	Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
"Mr. Peter Lim"	:	Mr. Lim Eng Hock.
"Notice of AGM"	:	The notice of AGM dated 6 April 2022.
"NTA"	:	Net tangible assets.
"Off-Market Purchases"	:	Has the meaning ascribed to it in paragraph 2.3.3 of this Letter.
"Registrar"	:	The Registrar of Companies.
"related expenses"	:	Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
"Relevant Period"	:	The period commencing from the date on which the renewal of the
Share Buyback Mandate is approved by Shareholders and
expiring on the date the next annual general meeting of the
Company is held or is required by law to be held, whichever is
earlier.
"Relevant Persons"	:	Kestrel Investments, Mr. Peter Lim and Mr. Kan Kheong Ng.
"Securities Account"	:	A securities account maintained by a depositor with CDP but not
2

A person who:

(a) holds directly or indirectly 15% or more of the nominal amount of all voting Shares (excluding treasury shares) in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a Controlling Shareholder; or

including a securities sub-account maintained with a depository agent.

"Securities and Futures Act"

• : The Securities and Futures Act 2001 (Singapore), as amended, modified or supplemented from time to time.

  "SGX-ST"

• : Singapore Exchange Securities Trading Limited.

  "Share Buyback Mandate"

• : General and unconditional mandate given by Shareholders to authorise the Directors to purchase Shares in accordance with the terms set out in the ordinary resolution, as more particularly described in this Letter and in accordance with the rules and regulations set forth in the Companies Act and the Catalist Rules.

  "Shareholders"

• : Persons who are registered as holders of Shares in the Register of Members of the Company except that where the registered holder is CDP, the term "Shareholders" shall mean the depositors who have Shares credited to their Securities Accounts.

  "Shares"

• : Ordinary shares in the capital of the Company.

  "SIC"

• : The Securities Industry Council of Singapore.

  "Sponsor" "subsidiary holdings"

• : United Overseas Bank Limited.

• : Shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.

  "Substantial Shareholder"

• : A shareholder who has an interest or interests in one or more voting Shares (excluding treasury shares) in the Company, and the total votes attached to that Share, or those Shares, is not less than 5% of the total votes attached to all the voting Shares (excluding treasury shares) in the Company.

  "Take-over Code"

• : The Singapore Code on Take-overs and Mergers, as amended, modified or supplemented from time to time.

  "year"

• : Calendar year, unless otherwise stated.

  "S$" and "cents"

• : Singapore dollars and cents, respectively.

  "%"

• : Per centum or percentage.

The terms "depositor" and "depository agent" shall have the meanings ascribed to them, respectively, in Section 81SF of the Securities and Futures Act or any statutory modification thereof, as the case may be.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include individuals, firms and corporations.

Any reference in this Letter to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the Catalist Rules, the Take-over Code or any modification thereof and used in this Letter shall have the meaning

3