TLV : Minutes Of Annual General Meeting Held On 23 October 2020

MINUTES OF ANNUAL GENERAL MEETING

PLACE	: Electronic Means via Live Webcast
DATE	: Friday, 23 October 2020
TIME	:	10.00 a.m.
PRESENT VIA WEBCAST	:	Board of Directors
		Mr. Goh Yeow Tin
		(Non-Executive Chairman and Independent Director)
		Mr. Teo Boon Leng
		(Executive Director and Managing Director)
		Mr. Ang Kah Leong
		(Executive Director)
		Mr. Lu King Seng
		(Independent Director)
		Mr. Chua Kern
		(Independent Director)
		Shareholders
		As registered electronically under the procedures as set out
		in the Company's the Notice of Annual General Meeting
		Financial Controller, Sponsors, Company Secretary,
		Auditors, Polling Agent and Scrutineer
		Attended via electronic means
CHAIRMAN	: Mr. Goh Yeow Tin
SHAREHOLDERS AND PROXIES	: Due to the restriction on the use of personal data pursuant to
PARTICIPATION		the provisions of the Personal Data Protection Act 2012, the
		names of the shareholders and proxies present at the Annual
		General Meeting will not be published in this minutes.

QUORUM AND INTRODUCTION

Mr. Goh Yeow Tin, Chairman of the Annual General Meeting ("the Chairman"), welcomed all shareholders and guests to the Annual General Meeting of the Company ("the Meeting").

As a quorum was present, the Chairman of the Meeting declared the Meeting open at 10.00 a.m.

The Chairman introduced the Board of Directors, Financial Controller, Sponsors, Company Secretary, Auditors, Polling Agent and Scrutineer present at the Meeting by electronic means.

TLV HOLDINGS LIMITED	Page 2 of 6
Minutes of Annual General Meeting held on 23 October 2020

NOTICE OF MEETING

The Notice of Meeting having been circulated within the prescribed period was taken as read.

PROCEDURES OF MEETING

The Chairman informed that in view of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, all resolutions tabled at the Meeting had been voted prior to the meeting by proxy and all resolutions were deemed proposed and seconded.

The Meeting was informed that Boardroom & Corporate Advisory Services Pte. Ltd. has been appointed as Polling Agent and DrewCorp Services Pte Ltd has been appointed as Scrutineer for the Meeting. The votes from the proxy forms received by the Company from shareholders have been counted by the Polling Agent and verified by the Scrutineer.

The Chairman also informed that there would not be a live question and answer session. However, the Company had received questions from shareholders and The Securities Investors Association (Singapore) and the Company had addressed the questions and announced via SGXNet on 22 October 2020.

ORDINARY BUSINESS:

1. DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL PERIOD ENDED 30 JUNE 2020 TOGETHER WITH THE

INDEPENDENT AUDITOR'S REPORT

- ORDINARY RESOLUTION 1

Ordinary Resolution 1 was to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the financial period ended 30 June 2020 together with the Independent Auditors' Report.

The poll results announced by the Chairman were as follows:

	Number of Shares	Percentage (%)
For	343,750,685	100.00
Against	0	0.00
Total Number of Valid Shares Cast	343,750,685	100.00

The Chairman declared Ordinary Resolution 1 was carried. It was RESOLVED:

That the Directors' Statement and the Audited Financial Statements of the Company for the financial period ended 30 June 2020 together with the Independent Auditors' Report be received and adopted.

2. RE-ELECTION OF MR. TEO BOON LENG AS DIRECTOR OF THE COMPANY PURSUANT

TO ARTICLE 114 OF THE COMPANY'S CONSTITUTION

- ORDINARY RESOLUTION 2

Ordinary Resolution 2 dealt with the re-election of Mr. Teo Boon Leng as Director of the Company.

The Meeting was informed that Mr. Teo Boon Leng who retired as Director of the Company pursuant to Article 114 of the Company's Constitution, has offered himself for re-election. Mr. Teo Boon Leng will remain as Executive Director and Managing Director of the Company upon passing of Ordinary Resolution 2.

TLV HOLDINGS LIMITED		Page 3 of 6
Minutes of Annual General Meeting held on 23 October 2020
The poll results announced by the Chairman were as follows:
		Number of Shares	Percentage (%)
	For	343,750,685	100.00
	Against	0	0.00
	Total Number of Valid Shares Cast	343,750,685	100.00

The Chairman declared that Ordinary Resolution 2 was carried. It was RESOLVED:

That Mr. Teo Boon Leng be re-elected as Director of the Company.

As Ordinary Resolution 3 dealt with the re-election of Mr. Goh Yeow Tin, Mr. Lu King Seng took over the chairmanship of the resolution.

3. RE-ELECTION OF MR. GOH YEOW TIN AS DIRECTOR OF THE COMPANY PURSUANT TO

ARTICLE 114 OF THE COMPANY'S CONSTITUTION

- ORDINARY RESOLUTION 3

Ordinary Resolution 3 dealt with the re-election of Mr. Goh Yeow Tin as Director of the Company.

The Meeting was informed that Mr. Goh Yeow Tin who retired as Director of the Company pursuant to Article 114 of the Company's Constitution, has offered himself for re-election. Mr. Goh Yeow Tin will remain as Chairman of the Board and Chairman of the Remuneration Committee and a member of the Audit Committee and Nominating Committee upon passing of Ordinary Resolution 3.

Mr. Goh Yeow Tin is considered to be independent for the purposes of Rule 704(7) of Section B of the Singapore Exchange Securities Trading Limited Listing Manual: Rules of Catalist ("Catalist Rules")

The poll results announced by the Chairman were as follows:

	Number of Shares	Percentage (%)
For	343,750,685	100.00
Against	0	0.00
Total Number of Valid Shares Cast	343,750,685	100.00

The Chairman declared that Ordinary Resolution 3 was carried. It was RESOLVED:

That Mr. Goh Yeow Tin be re-elected as Director of the Company.

Mr. Lu King Seng returned the Chairmanship to Mr. Goh Yeow Tin to resume the conduct of the meeting.

4. DIRECTORS' FEES FOR THE FINANCIAL PERIOD FROM 1 APRIL 2020 TO 30 JUNE 2020

- ORDINARY RESOLUTION 4

Ordinary Resolution 4 was to approve the payment of Directors' Fees for the financial period from 1 April 2020 to 30 June 2020.

The Board had recommended the payment of S$38,437 as Directors' Fees for the financial period from 1 April 2020 to 30 June 2020.

The poll results announced by the Chairman were as follows:

	Number of Shares	Percentage (%)
For	343,750,685	100.00
Against	0	0.00
Total Number of Valid Shares Cast	343,750,685	100.00

The Chairman declared that Ordinary Resolution 4 was carried. It was RESOLVED:

That the payment of Directors' Fees of S$38,437 for the financial period from 1 April 2020 to 30 June 2020 be approved.

TLV HOLDINGS LIMITED	Page 4 of 6
Minutes of Annual General Meeting held on 23 October 2020

5. DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021 PAYABLE QUARTERLY IN ARREARS

- ORDINARY RESOLUTION 5

Ordinary Resolution 5 was to approve the payment of Directors' Fees for the financial year ending 30 June 2021 payable quarterly in arrears.

The Board had recommended the payment of S$153,750 as Directors' Fees for the financial year ending 30 June 2021 payable quarterly in arrears.

The poll results announced by the Chairman were as follows:

	Number of Shares	Percentage (%)
For	343,750,685	100.00
Against	0	0.00
Total Number of Valid Shares Cast	343,750,685	100.00

The Chairman declared that Ordinary Resolution 5 was carried. It was RESOLVED:

That the payment of Directors' Fees of S$153,750 for the financial year ending 30 June 2021 payable quarterly in arrears be approved.

6. RE-APPOINTMENT OF INDEPENDENT AUDITOR OF THE COMPANY

- ORDINARY RESOLUTION 6

Ordinary Resolution 6 dealt with the re-appointment of Messrs Ernst & Young LLP as Independent Auditor of the Company and authorise the Directors of the Company to fix their remuneration.

The Meeting was informed that Messrs Ernst & Young LLP, the Independent Auditor of the Company, had expressed their willingness to continue in office.

The poll results announced by the Chairman were as follows:

	Number of Shares	Percentage (%)
For	343,750,685	100.00
Against	0	0.00
Total Number of Valid Shares Cast	343,750,685	100.00

The Chairman declared that Ordinary Resolution 6 was carried. It was RESOLVED:

That Messrs Ernst & Young LLP be re-appointed as Independent Auditor of the Company until the conclusion of the next Annual General Meeting and that the Directors of the Company be authorised to fix their remuneration.

7. ANY OTHER BUSINESS

No notice of any other ordinary business was received by the Company Secretary, the Chairman proceeded to deal with the Special Business.

SPECIAL BUSINESS:

8. AUTHORITY TO ALLOT AND ISSUE SHARES

- ORDINARY RESOLUTION 7

Ordinary Resolution 7 dealt with the authorisation to the Directors of the Company to issue shares pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Catalist Rules.