Amara : Appendix 8 April 2022

Appendix Dated 8 April 2022

The purpose of this Appendix is to provide Shareholders with relevant information relating to, and seek Shareholders' approval to renew, the Share Purchase Mandate to be tabled at the Annual General Meeting to be held by electronic means on 26 April 2022 at 10.30 a.m.

The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report 2021.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Appendix.

AMARA HOLDINGS LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No. 197000732N)

APPENDIX TO THE NOTICE OF

ANNUAL GENERAL MEETING

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

Contents

Definitions

Letter To ShareholdersPage 1

1.	Introduction	3
2.	Rationale for the Share Purchase Mandate	3
3.	Authority and Limits on the Share Purchase Mandate	4
4.	Status of Purchased Shares	7
5.	Source of Funds	8
6.	Financial Effects	9
7.	Tax Implications Arising from Share Purchases	14
8.	Reporting Requirements	14
9.	Listing Manual	15
10.	Code Implications Arising from Share Purchases	15
11.	Shares Purchased During the Previous 12 Months	17
12.	Directors' and Substantial Shareholders' Interests	17
13.	Directors' Recommendations	19
14.	Directors' Responsibility Statement	19
15.	Documents Available for Inspection	19

Definitions

Except where the context otherwise requires, the following definitions apply throughout this Appendix:

"ACRA" "Act" "AGM"

"Amara Group" "Annual Report 2021" "Appendix"

"Board" "Code"

"Company" "Constitution" "Controlling Shareholder"

• : Accounting and Corporate Regulatory Authority of Singapore

• : Singapore Companies Act 1967, as may be modified from time to time

• : Annual General Meeting of the Company convened to be held by electronic means on 26 April 2022 at 10.30 a.m.

• : The Company and its subsidiaries

• : The annual report of the Company for FY2021

• : This appendix to the notice of AGM dated 8 April 2022 in relation to the proposed renewal of the Share Purchase Mandate

• : The Board of Directors of the Company

• : The Singapore Code on Take-overs and Mergers, as may be amended or modified from time to time

• : Amara Holdings Limited

• : The Constitution of the Company, as may be modified from time to time

• : A person who:

(a)holds directly or indirectly 15% or more of the total number of issued Shares excluding treasury shares (unless the SGX-ST determines that such a person is not a Controlling Shareholder of the Company); or

(b) in fact exercises control over the Company

"Directors" "EPS" "FY2021"

"Latest Practicable Date"

"Listing Manual"

"Market Day" "NTA"

• : The directors of the Company as at the Latest Practicable Date

• : Earnings per Share

• : Financial year ended 31 December 2021

• : 28 March 2022, being the latest practicable date prior to the printing of this Appendix for the purpose of obtaining relevant information for inclusion herein

• : The listing manual of the SGX-ST, as may be amended or modified from time to time

• : A day on which the SGX-ST is open for securities trading

• : Net tangible assets

"Off-Market Share Purchase" : A Share Purchase by the Company effected otherwise than on the SGX-ST pursuant to an equal access scheme, which is in accordance with Section 76C of the Act, for the purchase of Shares from the Shareholders

1

Definitions
"On-Market Share Purchase"	: A Share Purchase by the Company effected on the SGX-ST through one or more
duly licensed stock brokers appointed by the Company for such purpose
"SGX-ST"	: Singapore Exchange Securities Trading Limited
"Shareholders"	: Persons (other than The Central Depository (Pte) Limited) who are for the time
being registered as holders of Shares in the Register of Members maintained by the
Company and Depositors who have Shares entered against their names in the
Depository Register
"Share Purchase"	: Purchase or acquisition of Shares by the Company pursuant to the Share Purchase
Mandate
"Share Purchase Mandate"	: General mandate from the Shareholders to authorise the Directors to exercise all
the powers of the Company to purchase or otherwise acquire Shares in accordance
with the terms set out in the resolution authorising the same
"Shares"	: Ordinary shares in the share capital of the Company
"Substantial Shareholder"	: A person (including a corporation) who has an interest in not less than 5% of all
issued voting Shares of the Company
"S$" and "cents"	: Singapore dollars and cents respectively
"%"	: Per centum or percentage

The terms "Depositor" and "Depository Register" shall have the meanings ascribed to them respectively in Section 130A of the Act.

The term "treasury shares" shall have the meaning ascribed to it in Section 4 of the Act.

The term "subsidiary" shall have the meaning ascribed to it in Section 5 of the Act.

The terms "associate", "associated company" and "subsidiary holdings" shall have the meanings ascribed to them respectively, in the Listing Manual, unless otherwise indicated or the context otherwise requires.

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 include corporations.

Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted.

Any word defined under the Act, the Listing Manual or any statutory modification thereof and used in this Appendix shall, where applicable, have the meaning assigned to it under the Act or the Listing Manual or any modification thereof, as the case may be, unless otherwise provided.

The headings in this Appendix are inserted for convenience only and shall be ignored in construing this Appendix.

Any reference to a time of day in this Appendix shall be a reference to Singapore time unless otherwise stated.

Letter to Shareholders

AMARA HOLDINGS LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No. 197000732N)

Directors:

Registered Office:

Executive Directors:

Albert Teo Hock Chuan (CEO) (Non-Independent)

Susan Teo Geok Tin (Non-Independent)

100 Tras Street #06-01, 100 AM Singapore 079027

Non-Executive Directors:

Lawrence Mok Kwok Wah (Non-Independent) Foo Ko Hing (Independent)

Chia Kwok Ping (Independent) Tan Tiong Cheng (Independent)

To: The Shareholders of Amara Holdings Limited 8 April 2022

Dear Sir/Madam

Proposed Renewal of the Share Purchase Mandate

• 1. Introduction

• 1.1 At the Annual General Meeting of the Company held on 26 April 2021 ("2021 AGM"), the Shareholders approved the Share Purchase Mandate to enable the Company to purchase or otherwise acquire its issued Shares as permitted under and in accordance with the provisions of the Act. The rationale for the authority and limitations on, and the financial effects of, the Share Purchase Mandate were set out in the Appendix to the Notice of Annual General Meeting in relation to the proposed renewal of the Share Purchase Mandate dated 9 April 2021.

• 1.2 The Share Purchase Mandate approved at the 2021 AGM was expressed, among other things, to continue in force until (a) the date on which the next annual general meeting of the Company is held or required by law or the Constitution to be held; (b) the date on which the purchase of Shares by the Company pursuant to the Share Purchase Mandate is carried out to the full extent mandated; or (c) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Shareholders in general meeting, whichever is the earliest.

• 1.3 As the Share Purchase Mandate would be expiring on 26 April 2022, being the date of the AGM, the Directors are seeking Shareholders' approval for the proposed renewal of the Share Purchase Mandate at the AGM. The renewal of the Share Purchase Mandate is set out in Ordinary Resolution 9 under the heading "As Special Business" in the Notice of the AGM accompanying the Annual Report 2021.

• 1.4 The purpose of this Appendix is to provide Shareholders with information relating to the proposed renewal of the Share Purchase Mandate.

• 2. Rationale for the Share Purchase Mandate

• 2.1 The rationale for the Company to undertake the Share Purchases pursuant to the Share Purchase Mandate is to enable the Directors to return the Amara Group's surplus funds over and above its ordinary capital requirements, which are in excess of the foreseeable financial and investment needs of the Amara Group, to Shareholders expediently and cost-efficiently.