Secura : Letter to Shareholder

LETTER TO SHAREHOLDERS DATED 12 APRIL 2023

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

If you are in any doubt as to the action you should take, you should consult your stockbroker or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of Secura Group Limited (the "Company"), you should immediately forward this Letter (as defined herein), the Notice of AGM (as defined herein) and the enclosed Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Letter has been prepared by the Company and has been reviewed by the Company's sponsor, United Overseas Bank Limited (the "Sponsor"), for compliance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.

This Letter has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Letter, including the correctness of any of the statements or opinions made, or reports contained in this Letter.

The contact persons for the Sponsor are Mr David Tham, Senior Director, Equity Capital Markets and Ms Priscilla Ong, Vice President, Equity Capital Markets at 80 Raffles Place, #03-03 UOB Plaza 1, Singapore 048624, telephone [phone].

SECURA GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number: 201531866K)

LETTER TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

	TABLE OF CONTENTS
DEFINITIONS	1
1.	INTRODUCTION	5
2.	THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE	5
3.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS	21
4.	DIRECTORS' RECOMMENDATION	21
5.	ANNUAL GENERAL MEETING	21
6.	ABSTENTION FROM VOTING	22
7.	DIRECTORS' RESPONSIBILITY STATEMENT	22
8.	DOCUMENTS FOR INSPECTION	22

DEFINITIONS

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

"AGM"	: The annual general meeting of the Company to be held on 27
		April 2023 at 2.00 p.m.
"Annual Report"	:	The annual report of the Company for FY2022.
"Associate"	:	(a) In relation to any director, chief executive officer, substantial
		shareholder or controlling shareholder (being an individual)
		means:
		(i)	his immediate family;
		(ii) 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
		(iii)	any company in which he and his immediate family
			together (directly or indirectly) have an interest of 30% or
			more; and
		(b) 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 30% or more.
"Average Closing Price"	:	Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
"Board"	: The board of Directors of the Company as at the date of this
		Letter.
"Catalist"	:	The Catalist Board of the SGX-ST.
"Catalist Rules"	: The SGX-ST Listing Manual Section B: Rules of Catalist, as may
		be amended, modified or supplemented from time to time.
"CDP"	:	The Central Depository (Pte) Limited.
"Companies Act"	: The Companies Act 1967 (Singapore), as amended, modified or
		supplemented from time to time.
"Company"	:	Secura Group Limited.
"concert parties"	:	Has the meaning ascribed to it in paragraph 2.9.2 of this Letter.
"Constitution"	: The constitution of the Company, as amended, modified or
		supplemented from time to time.
"control"	: The capacity to dominate decision-making, directly or indirectly,
		in relation to the financial and operating policies of a company.

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"Controlling Shareholder"

"Court"

"day of the making of the offer"

"Director" "EPS" "FY2022" "Group"

"Kestrel Investments"

"Latest Practicable Date"

"Letter"

"Market Day"

"Market Purchases"

"Maximum Price"

"Mr. Peter Lim"

"Notice of AGM"

"NTA"

"Off-MarketPurchases" "Registrar"

"related expenses" "Relevant Period" "Relevant Persons" "Securities Account"

"Securities and Futures Act"

• A person who:
• 1. holds directly or indirectly 15% or more of the nominal amount of all voting Shares (excluding treasury shares) in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a Controlling Shareholder; or
  2. in fact exercises control over the Company.
• The High Court of the Republic of Singapore or a judge thereof.
• Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
• A director of the Company as at the date of this Letter.
• Earnings per Share.
• Financial year ended 31 December 2022
• The Company and its subsidiaries.
• Kestrel Investments Pte. Ltd.
• 31 March 2023, being the latest practicable date prior to the date of this Letter.
• This letter to Shareholders dated 12 April 2023.
• A day on which the SGX-ST is open for trading in securities.
• Has the meaning ascribed to it in paragraph 2.3.3 of this Letter.
• Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
• Mr. Lim Eng Hock.
• The notice of AGM dated 12 April 2023.
• Net tangible assets.
• Has the meaning ascribed to it in paragraph 2.3.3 of this Letter.
• The Registrar of Companies.
• Has the meaning ascribed to it in paragraph 2.3.4 of this Letter.
• Has the meaning ascribed to it in paragraph 2.3.2 of this Letter.
• Kestrel Investments, Mr. Peter Lim and Mr. Kan Kheong Ng.
• A securities account maintained by a depositor with CDP but not including a securities sub-account maintained with a depository agent.
• The Securities and Futures Act 2001 (Singapore), as amended,

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		modified or supplemented from time to time.
"SGX-ST"	:	Singapore Exchange Securities Trading Limited.
"Share Buyback(s)"	: The purchase(s) or acquisition(s) of Shares by the Company
		pursuant to the terms of the Share Buyback Mandate.
"Share Buyback Mandate"	: General and unconditional mandate given by Shareholders to
		authorise the Directors to purchase Shares in accordance with the
		terms set out in the ordinary resolution, as more particularly
		described in this Letter and in accordance with the rules and
		regulations set forth in the Companies Act and the Catalist Rules.
"Shareholders"	: Persons who are registered as holders of Shares in the Register
		of Members of the Company except that where the registered
		holder is CDP, the term "Shareholders" shall mean the
		depositors who have Shares credited to their Securities Accounts.
"Shares"	:	Ordinary shares in the capital of the Company.
"SIC"	:	The Securities Industry Council of Singapore.
"Sponsor"	:	United Overseas Bank Limited.
"subsidiary holdings"	: Shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of
		the Companies Act.
"Substantial Shareholder"	: A shareholder who has an interest or interests in one or more voting
		Shares (excluding treasury shares) in the Company, and the total
		votes attached to that Share, or those Shares, is not less than 5%
		of the total votes attached to all the voting Shares (excluding
		treasury shares) in the Company.
"Take-overCode"	: The Singapore Code on Take-overs and Mergers, as amended,
		modified or supplemented from time to time.
"year"	: Calendar year, unless otherwise stated.
"S$" and "cents"	: Singapore dollars and cents, respectively.
"%"	:	Per centum or percentage.

The terms "depositor" and "depository agent" shall have the meanings ascribed to them, respectively, in Section 81SF of the Securities and Futures Act or any statutory modification thereof, as the case may be.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include individuals, firms and corporations.

Any reference in this Letter to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the Catalist Rules, the Take-over Code or any modification thereof and used in this Letter shall have the meaning assigned to it under the Companies Act, the Catalist Rules, the Take-over Code or any modification thereof, as the case may be, unless otherwise provided.

Summaries of the provisions of any laws and regulations (including the Take-over Code and the Catalist

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