Extraordinary/ Special General Meeting::Voluntary

CIRCULAR DATED 1 OCTOBER 2021

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

If you are in any doubt about this Circular or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your ordinary shares in the capital of Lasseters International Holdings Limited (the "Company") held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Circular, the notice of Extraordinary General Meeting ("EGM") and the attached proxy form to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your ordinary shares in the capital of the Company by physical share certificate(s), you should immediately forward this Circular, the notice of EGM and the attached proxy form to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Circular has been reviewed by the Company's Sponsor, Stamford Corporate Services Pte. Ltd. (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 Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. The contact person for the Sponsor is Mr. Bernard Lui (Tel: [phone] or email: [e-mail]).

This Circular has been made available on SGXNet and the Company's website and may be accessed at the URL https://lasseters.listedcompany.com. A printed copy of this Circular will NOT be despatched to Shareholders (as defined in this Circular).

Due to the current COVID-19 restriction orders in Singapore, Shareholders will not be able to attend the EGM. Instead, alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) watching or listening to the EGM proceedings via "live" webcast, (b) submitting questions in advance of the EGM, and/or (c) voting by proxy at the EGM.

Please refer to the announcement dated 1 October 2021 which has been uploaded on SGXNet for further information, including the steps to be taken by Shareholders to participate at the EGM.

LASSETERS INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number: 200402223M)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL OF THE CASINO PROPERTY AND CASINO BUSINESS OF FORD DYNASTY PTY LTD AND THE HEALTH CLUB BUSINESS OF LASSETERS HEALTH CLUB PTY LTD AS A MAJOR TRANSACTION

IMPORTANT DATES AND TIMES:

Last date and time for lodgment of Proxy Form Date and time of Extraordinary General Meeting

• 15 October 2021 at 12.00 p.m.
• 18 October 2021 at 12.00 p.m. (or as soon thereafter following the conclusion or adjournment of the annual general meeting to be held at 11.00 a.m.on the same day)

Place of Extraordinary General Meeting

:

The EGM will be held by electronic means.

	TABLE OF CONTENTS
		Page
DEFINITIONS	3
LETTER TO SHAREHOLDERS	8
1.	INTRODUCTION	8
2.	THE PROPOSED DISPOSAL	9
3.	FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL	18
4.	STATUS AS A CASH COMPANY	19
5.	SERVICE CONTRACTS	20
6.	INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS	20
7.	DIRECTORS' RECOMMENDATION	21
8.	EXTRAORDINARY GENERAL MEETING	21
9.	ACTION TO BE TAKEN BY SHAREHOLDERS	21
10. CONSENT	22
11. DIRECTORS' RESPONSIBILITY STATEMENT	22
12. DOCUMENTS AVAILABLE FOR INSPECTION	22
APPENDIX A SUMMARY OF THE CASINO VALUATION REPORT	23
NOTICE OF EXTRAORDINARY GENERAL MEETING	26
PROXY FORM

2

DEFINITIONS

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

"Adjustment"	:	Has the meaning ascribed to it in Section 2.3(c)
"Adjustment Statement"	:	Has the meaning ascribed to it in Section 2.3(c)
"AGM"	:	The annual general meeting of the Company to be held by way of
		electronic means on 18 October 2021 at 11.00 a.m.
"Balance Consideration"	:	Has the meaning ascribed to it in Section 2.3(b)
"Board"	:	The Board of Directors of the Company as at the Latest Practicable Date
"Business Purchaser"	:	Alice Springs Casino Operations Pty Ltd
"Casino Business"	:	The business of operating the Lasseters Hotel Casino and the
		Convention Centre and the assets owned by Ford Dynasty as described
		in Section 2.2
"Casino Business SPA"	:	Has the meaning ascribed to it in Section 1.1
"Casino Premises"	:	The part of the Casino Property on which the Lasseters Hotel Casino is
		located
"Casino Property"	:	The freehold land, buildings and improvements on Lot 9107 Town of
		Alice Springs (from plan(s) LTO 98/011 as recorded in Certificate of Title
		Volume 760 Folio 961) owned by Ford Dynasty
"Casino Operator's Agreement"	:	The agreement dated 2 September 2015 between Northern Territory
		Treasurer and Minister for Racing, Gaming and Licensing and Ford
		Dynasty in respect of the Lasseter Hotel Casino each as amended,
		supplemented and/or restated from time to to time and for the time being
		in force
"Casino Operator's Directions"	:	The directions to the operator of the Alice Springs Casino dated 20 July
		2015 in respect of the Lasseter Hotel Casino
"Casino Property SPA"	:	Has the meaning ascribed to it in Section 1.1
"Casino Valuation Report"	:	The valuation report dated 16 September 2021 and issued by the
		Disposal Independent Valuer in respect of the Disposal Assets for the
		purposes of the Proposed Disposal
"Catalist Rules"	:	The Listing Manual Section B: Rules of Catalist of the SGX-ST, as
		amended, modified or supplemented from time to time
"CDP"	:	The Central Depository (Pte) Limited
"Circular"	:	This circular to Shareholders dated 1 October 2021
"Company"	:	Lasseters International Holdings Limited
"Companies Act"	:	The Companies Act (Chapter 50) of Singapore, as may be amended,
		modified or supplemented from time to time

3

		DEFINITIONS
"Controlling Shareholder"	:	A person who:
		(a) holds directly or indirectly 15% or more of the nominal amount of all
		voting shares in the company (unless otherwise determined by the
		SGX-ST); or
		(b) in fact exercises Control over the Company.
"Control"	:	The capacity to dominate decision-making, directly or indirectly, in
		relation to the financial and operating policies of the Company
"Convention Centre"	:	Alice Springs Convention Centre
"Convention Centre Sublease"	:	The sublease entered into between the Northern Territory of Australia, as
		sublessor, and Ford Dynasty, as sublessee, over the part of the Casino
		Property which is used for the business of the Convention Centre
"Deposit"	:	Has the meaning ascribed to it in Section 2.3(b)
"Director"	:	A director of the Company as at the Latest Practicable Date
"Disposal Agreements"	:	The Casino Property SPA, the Casino Business SPA and the Health
		Club Business SPA
"Disposal Assets"	:	The Casino Property, Casino Business and Health Club Business to be
		disposed of under the Disposal Agreements as described in Section 2.2
"Disposal Independent Valuer"	:	CBRE Valuations Pty Limited
"Disposal Escrow Agent"	:	Thomson Geer Lawyers, the Group's Australian legal counsel
"Disposal Payments"	:	Has the meaning ascribed to it in Section 2.5
"EGM"	:	The extraordinary general meeting of the Company to be held by way
		of electronic means on 18 October 2021 at 12.00 p.m. (or as soon
		thereafter following the conclusion or adjournment of the AGM), notice
		of which is set out on pages 26 to 27 of this Circular
"EPS"	:	Earnings per Share
"Escrow Account"	:	Has the meaning ascribed to it in Section 4.2
"Estimated Consideration"	:	Has the meaning ascribed to it in Section 2.3(c)
"First Deferred Payment"	:	Has the meaning ascribed to it in Section 2.3(b)
"Ford Dynasty"	:	Ford Dynasty Pty Ltd
"Group"	:	The Company and its subsidiaries
"Health Club Business"	:	The business of operating the Lasseters Health Club and the assets of
		Lasseters Health Club Pty Ltd as described in Section 2.2
"Health Club Business SPA"	:	Has the meaning ascribed to it in Section 1.1
"Health Club Premises"	:	The part of the Casino Property on which the Lasseters Health Club is
		located

4

		DEFINITIONS
"Irrevocable Undertakings"	:	Has the meaning ascribed to it in Section 2.6
"Lasseters Brand"	:	All right, title and interest (including intellectual property rights) in and
		to the Lasseters name, logo and brand), including all goodwill attached
		thereto
"Lasseters Hotel Casino"	:	The integrated hotel and casino located on the Casino Property
"Lasseters Health Club"	:	The health club comprising a gym, sauna, yoga studio, spin room and
		day spa located on the Casino Property
"Lasseters IP"	:	The intellectual property rights licensed to Ford Dynasty and Lasseters
		Health Club Pty Ltd by the Company
"Latest Practicable Date"	:	The latest practicable date prior to the printing of this Circular, being 21
		September 2021
"NAV"	:	Net asset value
"Notice of EGM"	:	The notice of EGM as set out on pages 26 to 27 of this Circular
"NTA"	:	Net tangible assets
"NTG"	:	Northern Territory Government
"Property Purchaser"	:	Alice Springs Casino Property Pty Ltd. in its personal capacity and its
		capacity as trustee of the Alice Springs Casino Property Trust
"Proposed Disposal"	:	Has the meaning ascribed to it in Section 1.1
"Proposed Resolution"	:	The ordinary resolution relating to the Proposed Disposal as set out in
		the Notice of EGM
"Purchasers"	:	The Property Purchaser and the Business Purchaser
"Relevant Buyer"	:	Has the meaning ascribed to it in Section 2.3(c)
"Relevant Seller"	:	Has the meaning ascribed to it in Section 2.3(c)
"Restraint Areas"	:	The following areas:
		(a) the Northern Territory, Australia or if that area is too wide to be
		enforceable;
		(b) Alice Springs and other land in the Northern Territory which is south
		of the parallel latitude which is 18 degrees south of the equator and
		any part of that land, or if that area is too wide to be enforceable;
		(c) within 100 kilometers of Uluru and Alice Springs, or if that area is too
		wide to be enforceable;
		(d) within 50 kilometers of Uluru and Alice Springs, or if that area is too
		wide to be enforceable;
		(e) within 25 kilometers of Uluru and Alice Springs, or if that area is too
		wide to be enforceable;
		(f) Alice Springs.

5