Employee Stock Option/ Share Scheme::Adoption of Restricted Share Plan and Approval In Principle for L&Q

NANOFILM TECHNOLOGIES INTERNATIONAL LIMITED

(Company Registration Number 199902564C) (Incorporated in Singapore on 13 May 1999)

PROPOSED ADOPTION OF THE NANOFILM RESTRICTED SHARE PLAN

• RECEIPT OF APPROVAL IN-PRINCIPLE FROM THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ("SGX-ST") FOR THE LISTING AND QUOTATION OF THE NEW SHARES TO BE ALLOTTED AND ISSUED IN CONNECTION WITH THE PROPOSED NANOFILM RESTRICTED SHARE PLAN

1. INTRODUCTION
   The Board of Directors (the "Board") of Nanofilm Technologies International Limited (the "Company") wishes to announce that the Company proposes to adopt a new restricted share plan to be known as the Nanofilm Restricted Share Plan, subject to shareholders' approval being obtained at an extraordinary general meeting ("EGM") of the Company to be convened.
2. RECEIPT OF APPROVAL IN-PRINCIPLE FROM THE SGX-ST
   In view of the foregoing, the Company made an application to the SGX-ST for the listing and quotation of the new ordinary shares in the capital of the Company to be allotted and issued pursuant to the vesting of awards under the Nanofilm Restricted Share Plan (the "New Shares").
   The Board is pleased to announce that on 12 October 2021, the Company has received the approval in-principle from the SGX-ST for the listing and quotation of the New Shares on the Official List of the Mainboard of the SGX-ST, subject to the following conditions:
3. 1. independent shareholders' approval for the Nanofilm Restricted Share Plan;
   2. the Company's compliance with the SGX-ST's listing requirements and guidelines; and
   3. confirmation from the Company that:
   4. 1. the Nanofilm Restricted Share Plan is in compliance with Rules 843 to 861 of the Listing Manual of the SGX-ST (the "Listing Manual");
      2. the Company will disclose by way of an immediate announcement after the general meeting, the details of parties who are required to abstain from voting on any resolution(s) under Rule 859 of the Listing Manual, including the number of shares held and the individual resolution(s) on which they are required to abstain from voting, pursuant to Rule 704(16) of the Listing Manual;

Credit Suisse (Singapore) Limited and Oversea-Chinese Banking Corporation Limited are the Joint Issue Managers for the initial public offering of shares in, and listing of, the Company on the Mainboard of the SGX-ST on 30 October 2020 ("Offering"). Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited and Oversea-Chinese Banking Corporation Limited are the Joint Global Coordinators for the Offering. Citigroup Global Markets Singapore Pte. Ltd., CLSA Singapore Pte Ltd, Credit Suisse (Singapore) Limited and Oversea-Chinese Banking Corporation Limited are the Joint Bookrunners and Underwriters for the Offering.

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1. all shareholders who are eligible to participate in the Nanofilm Restricted Share Plan have abstained from voting on all resolutions relating to the Nanofilm Restricted Share Plan; and
2. the terms of the Nanofilm Restricted Share Plan do not contravene any laws and regulations governing the Company and the articles of association of the Company.

In respect of condition (c) above, the Company will submit such confirmation to the SGX-ST in due course.

Shareholders should note that the approval in-principle of the SGX-ST is not to be taken as an indication of the merits of the Nanofilm Restricted Share Plan, the New Shares, the Company and/or its subsidiaries.

3. CIRCULAR

A circular to shareholders containing the full details of the Nanofilm Restricted Share Plan, together with the notice of extraordinary general meeting, will be issued to shareholders of the Company in due course.

BY ORDER OF THE BOARD

NANOFILM TECHNOLOGIES INTERNATIONAL LIMITED

Kay Lim Kian Onn

Chief Financial Officer

12 October 2021

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