Annual General Meeting::Voluntary

VIBRANT GROUP LIMITED

Company Registration Number: 198600061G

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Vibrant Group Limited (the "Company") will be convened and held by electronic means on Friday, 27 August 2021 at 10.00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and the Audited Financial Statements for the year ended 30

April 2021 ("FY2021") together with the Auditors' Report thereon.

(Resolution 1)

2. To approve the Directors' Fees amounting to S$165,000 for the year ending 30 April 2022, such fees to be

paid quarterly in arrears.

(Resolution 2)

3. To declare a first and final tax exempt (one-tier) dividend of 0.1 Singapore cent per ordinary share for FY2021

(2020: Nil).

(Resolution 3)

1. To re-elect Mr Eric Khua Kian Keong retiring under Regulation 94 of the Company's Constitution.
   (Resolution 4)
2. To note the retirement of Mr Khua Hock Su, a Director of the Company retiring pursuant to Regulation 94 of

the Constitution of the Company. Mr Khua Hock Su, has decided not to seek for re-election and will retire at

the conclusion of the forthcoming AGM.

[See Explanatory Note (1)]

6. To re-appoint Foo Kon Tan LLP as Auditors of the Company and to authorise the Directors to fix their

remuneration.

(Resolution 5)

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions, with or without amendments, as Ordinary Resolutions:

7. Authority to issue Shares up to 50 per centum (50%) of the issued shares in the Capital of the Company

1. THAT pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the SGX-ST, the Directors of the Company be authorised and empowered to:
2. 1. issue shares and convertible securities in the Company ("shares") whether by way of rights, bonus or otherwise; and/or
   2. make or grant offers, agreements or options (collectively, "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

provided that:

1. the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

1. (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
2. 1. new shares arising from the conversion or exercise of the Instruments or any convertible securities that have been issued pursuant to any previous shareholders' approval and which are outstanding as at the date of the passing of this Resolution;
   2. new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and
   3. any subsequent bonus issue, consolidation or subdivision of shares;
3. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Company's Constitution; and
4. unless revoked or varied by the Company in general meeting, such authority conferred by this Resolution shall continue in force (i) 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 or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted

pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the

Instruments.(Resolution 6)

[See Explanatory Note (2)]

8. Renewal of the Share Buyback Mandate That:-

1. for the purposes of Sections 76C and 76E of the Companies Act, Cap 50 of Singapore (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company (the "Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:
2. 1. an on-market purchase ("On-MarketPurchase") transacted through the SGX-ST's Central Limit Order Book trading system, through one or more duly licensed stockbrokers appointed by the Company for such purpose; and/or
   2. an off-market purchase ("Off-MarketPurchase") pursuant to an equal access scheme(s) (as defined in Section 76C of the Companies Act) as may be determined or formulated by the Directors as they consider fit, of which such scheme(s) shall satisfy all the conditions pursuant to the Share Buyback Mandate,

and otherwise in accordance with all other laws and regulations and rules of SGX-ST as may for the time being applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buyback Mandate");

1. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
2. 1. the date on which the next Annual General Meeting of the Company is held;
   2. the date by which the next Annual General Meeting of the Company is required by law to be held;
   3. the date on which the authority conferred by the Share Buyback Mandate is revoked or varied by the Company in general meeting; or
   4. the date on which the share purchase pursuant to the Share Buyback Mandate are carried out to the full extend mandated;

1. in this Resolution:
   "Maximum Limit" means that number of Shares representing 10% of the issued ordinary share capital of the Company as at the date of the passing of this Resolution; and
   "Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage fees, stamp duties payable, applicable goods and services tax and other related expenses) to be paid per Share for any Share Buybacks shall be determined by the Directors, subject always to a maximum price ("Maximum Price") which:
2. 1. in the case of an On-Market Purchase, shall mean the price per Share based on not more than 5% above the Average Closing Price of the Shares; and
   2. in the case of an Off-Market Purchase pursuant to an equal access scheme, shall mean the price per Share based on not more than 10% above the Average Closing Price.

Where:

"Average Closing Price" means the average of the closing market prices of a Share over the 5 consecutive trading days on which the Shares are transacted on the SGX-ST immediately preceding the date of the on-market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted in accordance with the listing rules of the SGX-ST, for any corporate action which occurs after the relevant 5 day period;

"date of the making of the offer" means the date on which the Company makes an offer for an off- market purchase, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the off-market purchase; and

1. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all

such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by

this Resolution.(Resolution 7) [See Explanatory Note (3)]

9. Re-appointment of Mr Sebastian Tan Cher Liang as an Independent Non-Executive Director in accordance with Rule 210(5)(d)(iii)(A) of the Listing Manual

That, subject and contingent upon the passing of Resolution 9, (a) the continued appointment of Mr Sebastian Tan Cher Liang as an Independent Non-Executive Director, by shareholders in accordance with Rule 210(5)(d)(iii)(A) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022) be and is hereby approved; and (b) the authority conferred by this Resolution shall continue in force until the earlier of the following: (i) the retirement or resignation of Mr Sebastian Tan Cher Liang as a Director; or (ii) the

conclusion of the third AGM of the Company following the passing of this Resolution. (Resolution 8)

[See Explanatory Note (4)]

10. Re-appointment of Mr Sebastian Tan Cher Liang as an Independent Non-Executive Director in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual

That, subject and contingent upon the passing of Resolution 8, (a) the continued appointment of Mr Sebastian Tan Cher Liang as an Independent Non-Executive Director, by shareholders (excluding directors, the chief executive officer, and their respective associates) in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022) be and is hereby approved; and (b) the authority conferred by this Resolution shall continue in force until the earlier of the following: (i) the retirement

or resignation of Mr Sebastian Tan Cher Liang as a Director; or (ii) the conclusion of the third AGM of the

Company following the passing of this Resolution.(Resolution 9) [See Explanatory Note (4)]

11. Re-appointment of Mr Derek Loh Eu Tse as an Independent Non-Executive Director in accordance with Rule 210(5)(d)(iii)(A) of the Listing Manual

That, subject and contingent upon the passing of Resolution 11, (a) the continued appointment of Mr Derek Loh Eu Tse as an Independent Non-Executive Director, by shareholders in accordance with Rule

210(5)(d)(iii)(A) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022) be and is hereby approved; and (b) the authority conferred by this Resolution shall continue in force until the earlier of the following: (i) the retirement or resignation of Mr Derek Loh Eu Tse as a Director; or (ii) the conclusion of

the third AGM of the Company following the passing of this Resolution.(Resolution 10) [See Explanatory Note (5)]

12. Re-appointment of Mr Derek Loh Eu Tse as an Independent Non-Executive Director in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual

That, subject and contingent upon the passing of Resolution 10, (a) the continued appointment of Mr Derek Loh Eu Tse as an Independent Non-Executive Director, by shareholders (excluding directors, the chief executive officer, and their respective associates) in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022) be and is hereby approved; and (b) the authority conferred by this Resolution shall continue in force until the earlier of the following: (i) the retirement

or resignation of Mr Derek Loh Eu Tse as a Director; or (ii) the conclusion of the third AGM of the Company

following the passing of this Resolution.(Resolution 11) [See Explanatory Note (5)]

13. To transact any other business that can be transacted at an Annual General Meeting of which due notice shall have been given.

BY ORDER OF THE BOARD

Noraini Binte Noor Mohamed Abdul Latiff

Company Secretary

Singapore, 11 August 2021

Explanatory Notes:

1. Mr Khua Hock Su who is due to retire pursuant to Regulation 94 of the Constitution has decided not to seek for re-election and will therefore retire as a Director at the conclusion of the AGM. Upon his cessation as Director, Mr Khua Hock Su will also cease to be the Non-ExecutiveNon-Independent Director, the member of the Audit Committee and Remuneration Committee of the Company.
2. Resolution 6 proposed in item 7 above, if passed, will empower the Directors from the date of this Meeting until the date of the next Annual General Meeting to issue shares and convertible securities in the Company, without seeking any further approval from the shareholders at a general meeting but within the limitation imposed by this Resolution, for such purposes as the Directors may consider in the interests of the Company. This proposed Resolution, if passed, will authorise and empower the Directors of the Company to issue up to a number not exceeding, in total 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to existing shareholders of the Company.
3. Resolution 7 proposed in item 8 above, is to renew the mandate to empower Directors of the Company to make purchases or otherwise acquire the Company's issued ordinary shares from time to time subject to and in accordance with the guidelines set out in Appendix A of the Company's Letter to the Shareholders dated 11 August 2021 accompanying this Notice of Annual General Meeting. This authority will expire at the conclusion of the next Annual General Meeting of the Company, unless previously revoked or varied.
4. In respect of Mainboard Rule 210(5)(d)(iii) of the Listing Manual, to ensure that the independence of a Director who has served for more than 9 years as at and from 1 January 2022 is not affected, the Company is seeking to obtain shareholders' approvals for Mr Sebastian Tan Cher Liang's continued appointment as an
   Independent Director prior to 1 January 2022, as he has served for more than 9 years on the Board of the Company. Mainboard Rule 210(5)(d)(iii) (which will take effect from 1 January 2022) provides that continued appointment as an Independent Director, after an aggregate period of more than 9 years on the Board, must be sought and approved in separate resolutions by (A) all shareholders and (B) shareholders excluding the Directors, Chief Executive Officer, and their associates.
   If Resolution 8 and/or Resolution 9 is/are carried, Mr Sebastian Tan Cher Liang will remain as an Independent Director until the earlier of his retirement or resignation as a Director or until the conclusion of the third AGM of the Company following the passing of this resolution. Mr Sebastian Tan Cher Liang will also remain as Chairman of the Board, Chairman of the Audit Committee, member of the Remuneration Committee and member of the Nominating Committee and will be considered independent for the purposes of Mainboard Rule 704(8) of the Listing Manual.
   If Resolution 8 and/or Resolution 9 is/are not carried, Mr Sebastian Tan Cher Liang will remain as an Independent Director, Chairman of the Board, Chairman of the Audit Committee, member of the Remuneration Committee and member of the Nominating Committee up to and including 31 December 2021 and shall thereafter be re-designated as Non-Executive and Non-Independent Director as of and from 1 January 2022. Mainboard Rule 210(5)(c) provides that independent directors must comprise at least one-third of the company's board and will come into effect from 1 January 2022. As such, if Mr Sebastian Tan Cher Liang is to be re-designated as a Non-Executive and Non-Independent Director as of and from 1 January 2022, the Company will take the appropriate steps to appoint new independent director(s) prior to 1 January 2022 in compliance with Mainboard Rule 210(5)(c).
5. In respect of Mainboard Rule 210(5)(d)(iii) of the Listing Manual, to ensure that the independence of a Director who has served for more than 9 years as at and from 1 January 2022 is not affected, the Company is seeking to obtain shareholders' approvals for Mr Derek Loh Eu Tse's continued appointment as an Independent
   Director prior to 1 January 2022, as he has served for more than 9 years on the Board of the Company. Mainboard Rule 210(5)(d)(iii) (which will take effect from 1 January 2022) provides that continued appointment as an Independent Director, after an aggregate period of more than 9 years on the Board, must be sought and approved in separate resolutions by (A) all shareholders and (B) shareholders excluding the Directors, Chief Executive Officer, and their associates.
   If Resolution 10 and/or Resolution 11 is/are carried, Mr Derek Loh Eu Tse will remain as an Independent Director until the earlier of his retirement or resignation as a Director or until the conclusion of the third AGM of the Company following the passing of this resolution. Mr Derek Loh Eu Tse will also remain as Chairman of the Remuneration Committee, Nominating Committee and member of the Audit Committee and will be considered independent for the purposes of Mainboard Rule 704(8) of the Listing Manual.
   If Resolution 10 and/or Resolution 11 is/are not carried, Mr Derek Loh Eu Tse will remain as Chairman of the Remuneration Committee and Nominating Committee and member of the Audit Committee up to and including 31 December 2021 and shall thereafter be redesignated as Non-Executive and Non-Independent Director as of and from 1 January 2022. Mainboard Rule 210(5)(c) provides that independent directors must comprise at least one-third of the company's board and will come into effect from 1 January 2022. As such, if Mr Derek Loh Eu Tse is to be re-designated as a Non-Executive and Non-Independent Director as of and from 1 January 2022, the Company will take the appropriate steps to appoint new independent director(s) prior to 1 January 2022 in compliance with Mainboard Rule 210(5)(c).