Replace - Extraordinary/ Special General Meeting :: Voluntary

CIRCULAR DATED 10 NOVEMBER 2021

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

This Circular is issued by LifeBrandz Ltd. (the "Company"). If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.

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

This Circular has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). This Circular has not been examined or approved by the Singapore Exchange Securities Trading Limited ("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 Ms. Lee Khai Yinn (Tel: [phone]) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

LIFEBRANDZ LTD.

(Company Registration Number: 200311348E)

(Incorporated in the Republic of Singapore on 7 November 2003)

CIRCULAR TO SHAREHOLDERS IN RELATION TO:

1. THE PROPOSED ADOPTION OF THE LIFEBRANDZ PERFORMANCE SHARE PLAN 2021 ("PSP 2021");
2. THE PROPOSED GRANT OF AUTHORITY TO GRANT AWARDS AND TO ALLOT AND ISSUE SHARES UNDER THE PSP 2021;
3. THE PROPOSED ADOPTION OF THE LIFEBRANDZ EMPLOYEE SHARE OPTION SCHEME 2021 ("ESOS 2021");
4. THE PROPOSED GRANT OF AUTHORITY TO GRANT OPTIONS AND TO ALLOT AND ISSUE SHARES UNDER THE ESOS 2021; AND
5. THE PROPOSED GRANT OF AUTHORITY TO OFFER AND GRANT OPTIONS AT A DISCOUNT OF UP TO 20% OF MARKET PRICE UNDER THE ESOS 2021.

IMPORTANT DATES AND TIMES:
Last date and time for lodgement of Proxy Form	:	23 November 2021 at 10.30 a.m.
Date and time of Extraordinary General Meeting	:	25 November 2021 at 10.30 a.m. (or
		immediately following the conclusion or

	adjournment of the Annual General
	Meeting of the Company to be held at
	10.00 a.m. on the same day)
Place of Extraordinary General Meeting	: The Extraordinary General Meeting will be
	held by way of electronic means

TABLE OF CONTENTS

	PAGE
DEFINITIONS…………………………………………………………………………………………………...	3
LETTER TO SHAREHOLDERS	8
1. INTRODUCTION……………………………………………………………………………………..…	8

2. THE PROPOSED ADOPTION OF THE LIFEBRANDZ PERFORMANCE SHARE PLAN 9 2021………………………………………………………………………………………………………

3.	THE PROPOSED ADOPTION OF THE LIFEBRANDZ EMPLOYEE SHARE OPTION SCHEME	19
	2021……………………………………………………………….………………………………….….
4.	THE AUTHORITY TO GRANT OPTIONS AT A DISCOUNT……………………………………....	29
5.	FINANCIAL EFFECTS OF THE PSP 2021 AND ESOS 2021 ……….……….……………………	30
6.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS………………………….	32

7. DIRECTORS' RECOMMENDATIONS………………………………………………………………... 33

8. EXTRAORDINARY GENERAL MEETING…………………………………………………………… 33

9. ABSTENTION FROM VOTING………………………………………………………………………... 33

10. ACTIONS TO BE TAKEN BY SHAREHOLDERS……………………………………………………. 33

1. DIRECTORS' RESPONSIBILITY STATEMENT……………………………………………………... 35
2. DOCUMENTS AVAILABLE FOR INSPECTION……………………………………………………... 35

APPENDIX A……………………………………………………………………………………………………	A-1
APPENDIX B……………………………………………………………………………………………………	B-1
NOTICE OF EXTRAORDINARY GENERAL MEETING………………………………………………….	N-1
PROXY FORM

2

DEFINITIONS

The following definitions apply throughout in this Circular except where the context otherwise requires or otherwise stated:

"ACRA"	:	The Accounting and Corporate Regulatory Authority of Singapore
"Associate"	:	(a)	In	relation to any Director, chief executive officer,
			Substantial Shareholder or Controlling Shareholder (being
			an individual) means:
			(i)	his immediate family;

"Auditors" "Award" "Award Letter"

"Board" "Catalist" "Catalist Rules"

"CDP"

"Circular"

"Committee"

"Company"

"Companies Act"

"Constitution"

"control"

1. 1. 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
   2. any company in which he and his immediate family together (directly or indirectly) have an interest of thirty per cent. (30%) or more;
2. 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 thirty per cent. (30%) or more,

or such other definition as the Catalist Rules may from time to time prescribe

• The auditors of the Company for the time being
• A contingent award of Shares granted under the PSP 2021
• A letter in such form as the Committee shall approve confirming an Award granted to a Participant by the Committee
• The board of Directors of the Company for the time being
• The sponsor-supervised listing platform of the SGX-ST
• Listing Manual Section B: Rules of Catalist of the SGX-ST, as amended, modified or supplemented from time to time
• The Central Depository (Pte) Limited
• This circular to Shareholders dated 10 November 2021
• The Renumeration Committee of the Board, or such other committee comprising Directors duly authorised and appointed by the Board to administer the PSP 2021 and the ESOS 2021
• LifeBrandz Ltd.
• Companies Act (Chapter 50) of Singapore, as amended, modified or supplemented from time to time
• The constitution of the Company, as amended, modified or supplemented from time to time
• The capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company

3

DEFINITIONS

"Controlling Shareholder"	:	A person who:
		(a)	holds directly or indirectly fifteen per cent. (15%) or more of
			the total voting rights in the Company. Notwithstanding, the
			SGX-ST may determine that a person who satisfies this
			paragraph is not a Controlling Shareholder; or
		(b)	in fact exercises control over the Company
"Date of Grant"	: In relation to an Option, the date on which that Option is granted to
		a Participant of ESOS 2021 pursuant to the ESOS Rules. In relation
		to an Award, the date on which the Award is granted to a Participant
		of PSP 2021 pursuant to the PSP Rules
"Director"	: A director of the Company for the time being
"EGM"	: The extraordinary general meeting of the Company, to be held on
		25 November 2021, the notice of which is set out on pages N-1 to
		N-6 of this Circular
"EPS"	:	Earnings per Share
"ESOS 2021"	: The proposed LifeBrandz Employee Share Option Scheme 2021 to
		be adopted by the Company at the EGM to be convened, as the
		same may be amended from time to time pursuant to the terms and
		conditions set out therein
"ESOS Rules"	: Rules of ESOS 2021, as amended, supplemented or modified from
		time to time
"Executive Director"	: A Director of the Company who performs an executive function
"Exercise Price"	: The price at which a Participant shall subscribe for each Share upon
		the exercise of an Option which shall be the price as determined
		and adjusted in accordance with the ESOS Rules provided always
		that the price shall not be less than the Nominal Value of a Share
"Grantee"	: A person to whom an offer of an Option is made
"Group"	: The Company and its subsidiaries, collectively
"Group Employee"	: A confirmed full-time employee of the Group, which includes any
		director of the Company's subsidiaries
"Independent Director"	: An independent director of the Company for the time being
"Latest Practicable Date"	: 15 October 2021, being the latest practicable date prior to the date
		of this Circular
"Market Day"	: A day on which the SGX-ST is open for securities trading
"Market Price"	: The price that is equal to the average of the last dealt prices for the
		Shares on the SGX-ST over the last five (5) Market Days which
		transactions in the Shares were recorded, immediately preceding
		the relevant Date of Grant of that Option or Award, as the case may
		be, as determined by the Committee by reference to the daily official
		list or any other publication published by the SGX-ST, rounded to
		the nearest one-tenth of one (1) cent in the event of fractional prices
"New Shares"	: The new Shares which may be allotted and issued from time to time
		pursuant to the Release of an Award under the PSP 2021 and/or
		pursuant to the exercise of the Option(s) granted under the ESOS
			4