Annual General Meeting::Voluntary

Forward with Progress

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting of Lasseters International Holdings Limited (the "Company") will be held by way of electronic means on Monday, 18 October 2021 at 11.00 a.m. to transact the following business:

As Ordinary Business

1.	To receive and adopt the Directors' Statement, Audited Financial Statements and Auditors' Report	Resolution 1
	for the year ended 30 June 2021.
2.	To re-elect Dato' Kamal Y P Tan, retiring by rotation pursuant to Regulation 106 of the Constitution	Resolution 2

of the Company and who, being eligible, offers himself for re-election.

Note : Dato' Kamal Y P Tan will, upon re-election as a Director of the Company, remain as a member of the Audit, Nominating

and Remuneration Committees. He will be considered non-independent for the purposes of Rule 704(7) of Section B: Rules of Catalist of the Listing Manual (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (SGX-ST). Detailed information on Dato' Kamal Y P Tan is found under section entitled "Additional Information on Directors Seeking Re-election and/or Continued Appointment as Independent Directors" in the Company's Annual Report.

1. To re-elect Mr Teo Chee Seng, retiring by rotation pursuant to Regulation 106 of the Constitution of the Company and who, being eligible, offers himself for re-election.
2. That contingent upon passing of Resolution 5 and pursuant to Rule 406(3)(d)(iii)(A) of the Catalist Rules of the SGX-ST which will take effect from 1 January 2022, shareholders to approve the continued appointment of Mr Teo Chee Seng as an Independent Director, and that upon approval, the approval shall remain in force until the earlier of : (i) the retirement or resignation of Mr Teo Chee Seng as a director, or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution.
3. That contingent upon the passing of Resolution 4 and pursuant to Rule 406(3)(d)(iii)(B) of the Catalist Rules of the SGX-ST which will take effect from 1 January 2022, shareholders, excluding the directors, chief executive officer and their associates, to approve the continued appointment of Mr Teo Chee Seng as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of (i) the retirement or resignation of Mr Teo Chee Seng as a director, or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution.

Note : Mr Teo Chee Seng will, upon re-election and continued appointment as a Director and Independent Director of the Company respectively, remain as the Chairmen of the Audit and Remuneration Committees and a member of the Nominating Committee. He will be considered independent for the purposes of Rule 704(7) of the Catalist Rules of the SGX-ST. Detailed information on Mr Teo Chee Seng is found under section entitled "Additional Information on Directors Seeking Re-election and/ or Continued Appointment as Independent Directors" in the Company's Annual Report.

1. That contingent upon the passing of Resolution 7 and pursuant to Rule 406(3)(d)(iii)(A) which will take effect from 1 January 2022, shareholders to approve the continued appointment of Tan Sri Kuan Peng Ching @ Kuan Peng Soon as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of : (i) the retirement or resignation of Tan Sri Kuan Peng Ching @ Kuan Peng Soon as a director, or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution.
2. That contingent upon the passing of Resolution 6 and pursuant to Rule 406(3)(d)(iii)(B) of the Catalist Rules of the SGX-ST which will take effect from 1 January 2022, shareholders, excluding the directors, chief executive officer and their associates, to approve the continued appointment of Tan Sri Kuan Peng Ching @ Kuan Peng Soon as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of (i) the retirement or resignation of Tan Sri Kuan Peng Ching @ Kuan Peng Soon as a director, or (ii) the conclusion of the third AGM of the Company following the passing of this Resolution.

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

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Annual Report 2021 Lasseters International Holdings Limited

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ANNUAL GENERAL MEETING

Note : Tan Sri Kuan Peng Ching @ Kuan Peng Soon will, upon re-election and continued appointment as a Director and Independent Director of the Company respectively, remain as the Chairman of the Nominating Committee and members of the Audit and Remuneration Committees. He will be considered independent for the purposes of Rule 704(7) of Catalist Rules. Detailed information on Tan Sri Kuan Peng Ching @ Kuan Peng Soon is found under section entitled "Additional Information on Directors Seeking Re-election and/or continued appointment as Independent Directors" in the Company's Annual Report.

8.	To approve the payment of Directors' fees of SGD186,667 for the financial year ended 30 June	Resolution 8
	2021 (FY2020 : SGD160,000).
9.	To re-appoint Messrs BDO LLP as the Auditors of the Company and to authorise the Directors to fix	Resolution 9
	their remuneration.

10. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

As Special Business
To consider and, if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:
11. Ordinary Resolution - General Mandate To Authorize Directors To Allot And Issue	Resolution 10
Shares And Convertible Securities
THAT pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore (the "Act") and Rule
806 of Section B: Rules of Catalist of the Listing Manual (the "Catalist Rules") of the Singapore
Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors
of the Company to:
(a)	issue shares in the capital of the Company whether by way of rights, bonus or otherwise
	(including shares as may be issued pursuant to any Instrument (as defined below) made or
	granted by the Directors while the ordinary resolution is in force notwithstanding that the
	authority conferred by the ordinary resolution may have ceased to be in force at the time of
	issue of such shares); and/or
(b)	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 (as well as
	adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions for such purposes as the Directors may in their
absolute discretion deem fit provided that the aggregate number of shares and convertible securities
to be issued pursuant to such authority:
(i)	does not exceed 100% of the total number of issued shares in the capital of the Company,
	excluding treasury shares and subsidiary holdings, (as calculated in accordance with
	subparagraph (ii) below) 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
	50% of the total number of issued shares in the capital of the Company, excluding treasury
	shares and subsidiary holdings, (as calculated in accordance with subparagraph (ii) below);
(ii)	(subject to such manner of calculation as may be prescribed by SGX-ST) for the purpose of
	determining the aggregate number of shares that may be issued under sub-paragraph (i)
	above, the percentage of issued share capital shall be based on the issued share capital of the
	Company at the time of passing of the ordinary resolution, after adjusting for:

(a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of shares awards, provided the options or awards were granted in compliance with the Catalist Rules; and

(b) any subsequent bonus issue, consolidation or subdivision of shares;

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ANNUAL GENERAL MEETING

Adjustments in accordance with (ii)(a) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of passing of this Resolution.

1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST); and
2. (unless revoked or varied by the Company in General Meeting), the authority conferred by this Resolution 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.

12. Ordinary Resolution - Renewal Of Share Buy-back Mandate

Resolution 11

THAT:

1. for the purposes of the Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of the Company not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) 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 market purchases (each a "Market Purchase") on SGX-ST or off-market purchases ("Off-Market Purchase") (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) (the "Share Buy-back Mandate") be and is hereby approved;
2. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of:
3. 1. the date on which the next Annual General Meeting of the Company is held or required by law to be held;
   2. the date on which the share purchases are carried out to the full extent mandated; or
   3. the date on which the authority contained in the Share Buy-back Mandate is varied or revoked;
4. in this Resolution:
   "Prescribed Limit" means 10% of the issued ordinary share capital of the Company as at the date of passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered (excluding any treasury shares that may be held by the Company from time to time and subsidiary holdings);
   "Relevant Period" means the period commencing from the date on which the last Annual General Meeting of the Company was held 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 the earlier, after the date of this Resolution; and

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Annual Report 2021 Lasseters International Holdings Limited

NOTICE OF

ANNUAL GENERAL MEETING

"Maximum Price" in relation to a fully-paid ordinary share in the capital of the Company (a "Share") to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding 105% of the Average Closing Price in the case of a Market Purchase and not exceeding 120% of the Average Closing Price in the case of an Off-Market Purchase.

where:

"Average Closing Price" means the average of the closing market prices of a Share over the last five market days, on which the Shares are transacted on the SGX-ST, immediately preceding the date of the Market Purchase by the Company, and deemed to be adjusted in accordance with the rules of the SGX-ST, for any corporate action that occurs during the relevant five-day period and the day on which the purchases are made;

"Day of the Making of the Offer" means the day on which the Company announces its intention to make an offer for the purchase of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share; and

1. any of the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as he may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.

BY ORDER OF THE BOARD

1. SURENTHIRARAJ KOK MOR KEAT Company Secretaries

Singapore

1 October 2021

Please read the following notes and the explanations of the resolutions before deciding how to vote.

Explanatory Notes

1. Resolutions 4, 5, 6 & 7 - Rule 406(3)(d)(iii) of the Catalist Rules provides that with effect from 1 January 2022, a director will not be independent if he has been a director for an aggregate period of more than 9 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 issuer and their respective associates (who must not accept appointment as proxies unless specific instructions as to voting are given) ("two-tier voting").
   Mr Teo Chee Seng and Tan Sri Kuan Peng Ching @ Kuan Peng Soon are independent directors who as at 1 January 2022 would have served on the Board for an aggregate period of more than 9 years and will cease to be regarded as independent on such date when Rule 406(3)(d)(iii) of the Catalist Rules come into effect on 1 January 2022, unless their continued appointment as independent directors from 1 January 2022 is approved under the two tier voting process as mentioned above. In anticipation of Rule 406(3)(d)(iii) of the Catalist Rules coming into effect from 1 January 2022, the Company is proposing to seek the requisite approval from the shareholders for their continued appointment as independent directors with effect from 1 January 2022.
   The two-tier voting in contingent upon each other. If both resolutions are passed, the appointment of the respective independent director shall continue from 1 January 2022 until the earlier of (i) the retirement or resignation of the respective director; or (ii) the conclusion of the third annual general meeting of the Company following the passing of the respective resolutions.

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ANNUAL GENERAL MEETING

1. Resolution 10, if passed, is to empower the Directors from the date of the above Meeting until the next Annual General Meeting (unless revoked or varied by the Company in general meeting) to issue shares in the capital of the Company up to an amount not exceeding in aggregate 100% of the total number of issued shares in the capital of the Company, excluding treasury shares and subsidiary holdings, at the time of passing the resolution, of which the aggregate number of shares to be issued other on a pro-rata basis to shareholders of the Company does not exceed 50% of the total number of issued shares in the capital of the Company, excluding treasury shares and subsidiary holdings.
2. Resolution 11, if passed, is to empower the Directors from the date of the above Meeting until the next Annual General Meeting (unless revoked or varied by the Company in general meeting) to repurchase ordinary issued shares of the Company by way of market purchases or off-market purchases of up to 10% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the Maximum Price. Information relating to this proposed Resolution is set out in the Appendix dated 1 October 2021 accompanying the Annual Report 2021.

IMPORTANT INFORMATION

Shareholders of the Company ("Shareholders") should take note of the following arrangements for the AGM:

1. No Attendance in Person
   In compliance with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the "Order"), the AGM will be conducted by electronic means and Shareholders will not be able to attend the AGM physically.
   All Shareholders or their corporate representatives (in the case of Shareholders which are legal entities) will be able to participate in the AGM proceedings by watching a "live" webcast (the "Live Webcast") or listen to a "live" audio feed (the "Live Audio Stream").
   Shareholders who wish to participate in the AGM proceedings through the Live Webcast via their mobile phones, tablets or computers must pre-register at https://conveneagm.sg/lassetersby 11.00 a.m. on 15 October 2021 (the Registration Deadline) to enable the Company to verify their status.
   Following the verification, authenticated Shareholders will receive an email by 17 October 2021, and will be able to access the Live Webcast by clicking on the link in the email and entering the user ID and password.
   Shareholders who register by the Registration Deadline but do not receive an email response by 11.00 a.m. on 17 October 2021 may contact the webcast service provider via email at [e-mail], with the full name of the shareholder and his/her identification number.
2. Voting solely via appointing Chairman of the Meeting as Proxy
   In compliance with the Order, a Shareholder who wishes to vote at the Meeting can only do so by appointing the Chairman of the Meeting to act as his/her proxy to vote on his/her behalf in respect of all the Shares held by him/her. In the Proxy Form, a Shareholder should specifically indicate his/her voting instructions as to how the Chairman is to vote for or vote against (or abstain from voting on) the resolutions to be tabled at the Meeting. In the absence of specific directions in respect of a resolution, the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid. All valid votes cast via proxy on each resolution will be counted.
3. Investors who hold through Relevant Intermediaries (including CPF/SRS Investors)
   Investors holding Shares through relevant intermediaries (as defined under Section 181 of the Companies Act (Chapter 50 of Singapore))(including CPF/SRS investors), should not use the Proxy Form and should contact their relevant intermediaries as soon as possible to specify voting instructions. CPF/SRS investors who wish to vote should approach their respective CPF Agent Banks / SRS Operators at least seven (7) working days before the AGM (i.e. by 11.00 a.m., 6 October 2021) in order to allow sufficient time for their respective intermediaries to in turn submit a proxy form to appoint the Chairman of the Meeting to vote on their behalf by the cut-off date. Other investors holding shares through other relevant intermediaries who wish to vote should approach his/her relevant intermediary as soon as possible to specify voting instructions.

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