Annual General Meeting :: Voluntary

NOTICEBH Global OFCorporationANNUALLimitedGENERAL MEETING (Cont'd)

(Company Registration Number: 200404900H)

(Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of BH GLOBAL CORPORATION LIMITED (the "Company") will be held at the Boardroom, 8 Penjuru Lane, Singapore 609189 on Tuesday, 30 April 2024 at 10.30 a.m. to transact the following business:-

AS ORDINARY BUSINESS

1.	To receive and adopt the Directors' Statement and Audited Financial Statements of the Company for the	(Resolution 1)
	financial year ended 31 December 2023 and the Auditors' Report thereon.
2.	To declare a Final Dividend of 0.7 Singapore cent per ordinary share (one-tier tax exempt) for the financial	(Resolution 2)
	year ended 31 December 2023.
3.	To approve the Directors' Fees of S$305,000 for the financial year ended 31 December 2023 (2022:	(Resolution 3)
	S$300,000).
4.	To appoint Ms Lee Kim Lian Juliana as Director of the Company pursuant to Regulation 89 of the Company's	(Resolution 4)
	Constitution.
	(See Explanatory Note 1)
5.	To appoint Mr Kenneth Koh Leong Wie as Director of the Company pursuant to Regulation 89 of the	(Resolution 5)
	Company's Constitution.
	(See Explanatory Note 1)
6.	To re-elect Mr Vincent Lim Hui Eng pursuant to Regulation 104 of the Company's Constitution, as Director	(Resolution 6)
	of the Company.
	(See Explanatory Note 1)
7.	To re-elect Mr Henry Tan Song Kok pursuant to Regulation 104 of the Company's Constitution, as Director	(Resolution 7)
	of the Company.
	(See Explanatory Note 1)

8. To note the retirement of Mr Loh Weng Whye and Mr Winston Kwek Choon Lin as Directors of the Company upon the conclusion of this AGM.

Upon the retirement of Mr Loh Weng Whye and Mr Winston Kwek Choon Lin as Directors of the Company, they will be relinquishing their respective positions as Chairman of Remuneration Committee and Chairman Nominating Committee as well as a member of the Audit Committee.

9.	To re-appoint Messrs Baker Tilly TFW LLP as auditors of the Company and to authorise the Directors to fix	(Resolution 8)
	their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fiit, to pass, with or without modifications, the following resolutions as Ordinary Resolutions:-

10. Share Issue Mandate

"That pursuant to Section 161 of the Companies Act 1967 (the "Companies Act") and Rule 806 of the Listing Manual of the SGX-ST, authority be given to the Directors of the Company to issue shares ("Shares") whether by way of rights, bonus or otherwise, and/or make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares at any time and upon such terms and conditions and to such persons as the

Directors may, in their absolute discretion, deem fit provided that:

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NOTICE OF ANNUAL GENERAL MEETING (Cont'd)

1. the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, of which the aggregate number of Shares and convertible securities to be issued other than on a pro-rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the share capital of the Company;
2. (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (a) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company as at the date of the passing of this Resolution, after adjusting for:
3. 1. new Shares arising from the conversion or exercise of convertible securities;
   2. new Shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
   3. any subsequent bonus issue, consolidation or subdivision of Shares;

adjustments in accordance with sub-paragraphs (i) and (ii) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution and, in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument;

1. and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until:
2. 1. the conclusion of the Company's next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier; or
   2. in the case of Shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution, until the issuance of such Shares in accordance with the terms of such convertible securities."

(Resolution 9)

(See Explanatory Note 2)

11. Authority to Allot and Issue Shares under the BH Global Corporation Performance Share Plan 2020

"That pursuant to Section 161 of the Companies Act, approval be and is hereby given to the Directors of the Company to allot and issue from time to time such number of new Shares in the share capital of the Company as may be required to be issued pursuant to the vesting of awards under the BH Global Corporation Performance Share Plan 2020 (the "PSP 2020"), provided always that the aggregate number of additional new Shares to be allotted and issued pursuant to the PSP 2020 and other share scheme(s) to be implemented by the Company (if any) shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company from time to time, and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier."

(Resolution 10)

(See Explanatory Note 3)

12. Authority to Allot and Issue Shares under the BH Global Corporation Employee Share Option Scheme 2020

"That pursuant to Section 161 of the Companies Act, approval be and is hereby given to the Directors of the Company to allot and issue from time to time such number of new Shares in the share capital of the Company as may be required to be issued pursuant to the exercise of options granted in accordance with the provisions of the BH Global Corporation Employee Share Option Scheme 2020 (the "ESOS 2020"), provided always that the aggregate number of the ESOS 2020 Shares shall not exceed

15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company from time to time, and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier."

(Resolution 11)

(See Explanatory Note 4)

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NOTICE OF ANNUAL GENERAL MEETING (Cont'd)

13. The Proposed Renewal of the Share Purchase Mandate

" That

1. for the purposes of Sections 76C and 76E of the Companies Act, and such other laws and regulations as may for the time being be applicable, approval be and is hereby given for the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued and fully paid ordinary shares in the Company (the "Shares") not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of:
2. 1. market purchases (each a "Market Purchase") on the SGX-ST; and/or
   2. off-marketpurchases (each an "Off-MarketPurchase") effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

1. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate in paragraph (a) of this resolution may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
2. 1. the date on which the next annual general meeting of the Company is held;
   2. the date by which the next annual general meeting of the Company is required by law to be held;
   3. the date on which purchases or acquisitions of Shares are carried out to the full extent mandated pursuant to the Share Purchase Mandate; or
   4. the date on which the authority conferred by the Share Purchase Mandate is varied or revoked by the Company in general meeting, (the "Relevant Period");

(Collectively, the "Relevant Period");

1. in this resolution:
   "Prescribed Limit" means, subject to the Companies Act, ten per cent. (10%) of the total number of issued Shares of the Company as at the date of the passing of this resolution, unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the total number of issued Shares of the Company shall be taken to be the total number of issued Shares of the Company as altered after such capital reduction. Any Shares which are held as Treasury Shares will be disregarded for the purposes of computing the (10%) limit; and
   "Maximum Price", in relation to a Share to be purchased or acquired pursuant to the Share Purchase Mandate, means an amount (excluding brokerage, commission, stamp duties, clearance fees, applicable goods and services tax and other related expenses) not exceeding:
2. 1. in the case of a Market Purchase, one hundred and five per cent. (105%) of the Average Closing Price (as defined hereinafter); and
   2. in the case of an Off-Market Purchase pursuant to an equal access scheme, one hundred and twenty per cent. (120%) of the Average Closing Price (as defined hereinafter),

where:

"Average Closing Price" means the average of the closing market prices of the Shares over the last five (5) Market Days on the SGX-ST, on which transactions in the Shares were recorded, before the day of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five-day period and the day on which the purchases are made;

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NOTICE OF ANNUAL GENERAL MEETING (Cont'd)

"day of the making of the offer" means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from its Shareholders, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-market Purchase; and

"Market Day" means a day on which the SGX-ST is open for trading in securities;

1. the Directors of the Company be and are hereby authorised to deal with the Shares purchased or acquired by the Company pursuant to the Share Purchase Mandate in any manner as they think fit, which is permissible under the Companies Act; and
2. the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this resolution.

(Resolution 12)

(See Explanatory Note 5)

14. To transact any other business which may properly be transacted at an AGM.

On behalf of the Board

Vincent Lim Hui Eng

Executive Chairman and

Chief Executive Officer

15 April 2024

Explanatory Notes:-

1. Ms Lee Kim Lian Juliana (Independent Director) will, upon appointment as an Independent Director of the Company, serve as the Chairperson of the Nominating Committee as well as a member of the Audit Committee and Remuneration Committee. She is considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Mr Kenneth Koh Leong Wie (Independent Director) will, upon appointment as an Independent Director of the Company, serve as the Chairman of the Remuneration Committee as well as a member of the Audit Committee and Nominating Committee. He is considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Mr Vincent Lim Hui Eng (Executive Chairman & Chief Executive Officer) will, upon re-election as Director of the Company, continue to serve as the member of the Nominating Committee. He is considered non-independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Mr Henry Tan Song Kok (Independent Director) will, upon re-election as Director of the Company, continue to serve as the Chairman of the Audit Committee and as a member of the Remuneration Committee. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Detailed information on Ms Lee Kim Lian Juliana, Mr Kenneth Koh Leong Wie, Mr Vincent Lim Hui Eng and Mr Henry Tan Song Kok can be found under the "Board of Directors" and/or "Additional Information on Director seeking the re-election and the appointment pursuant to Rule 720(6) of the Listing Manual of the SGX-ST" sections in the Company's Annual Report 2023.

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NOTICE OF ANNUAL GENERAL MEETING (Cont'd)

1. The proposed Ordinary Resolution 9, if passed, will empower the Directors from the date of the AGM until the date of the next
   AGM, to allot and issue Shares and convertible securities in the Company up to an amount not exceeding fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to twenty per centum (20%) may be issued other than on a pro-rata basis. For the purpose of this resolution, the total number of issued Shares (excluding treasury shares and subsidiary holdings) is based on the Company's total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this proposed Ordinary Resolution is passed after adjusting for new Shares arising from the conversion or exercise of convertible securities, the exercise of share options or the vesting of share awards, provided the options or awards granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST and any subsequent bonus issue, consolidation or subdivision of Shares.
2. Ordinary Resolution 10, if passed, will empower the Directors of the Company to allot and issue new Shares pursuant to PSP 2020, provided that the aggregate number of new Shares to be allotted and issued pursuant to the PSP 2020 and other share scheme(s) to be implemented by the Company (if any) shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next AGM of the Company or by the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
3. Ordinary Resolution 11, if passed, will empower the Directors of the Company to allot and issue new Shares pursuant to ESOS 2020, provided that the aggregate number of new Shares to be allotted and issued pursuant to the ESOS 2020 and other share- based incentive scheme(s) or plan(s) to be implemented by the Company (if any) shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next AGM of the Company or by the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
4. Ordinary Resolution 12, if passed, will empower the Directors of the Company, during the Relevant Period, to purchase or acquire up to 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company as at the date of the passing of this Resolution. Details of the proposed renewal of Share Purchase Mandate, including the sources of funds to be used for the purchase or acquisition, the amount of financing (if any) and the illustrative financial effects on the
   Group, are set out in the Circular dated 15 April 2024 in relation to the proposed renewal of the share purchase mandate (the "Circular").

Notes:-

1. The AGM will be held physically with no option for shareholders to participate virtually. The printed copy of this Notice of AGM (the "Notice"), Proxy Form, Request Form and AGM Coach Information will be sent to members by post. This Notice, Proxy Form, Request Form and AGM Coach Information will also be published via an announcement on the SGX website at the URL https://www.sgx.com/securities/company-announcementsand may also be accessed at the Company's website at the URL https://www.bhglobal.com.sg.
2. Printed copies of the Annual Report 2023 and the Circular will not be sent to members. A member may request for a printed copy of the Annual Report 2023 and the Circular by completing the Request Form. The Annual Report 2023 and the Circular will be published via an announcement on the SGX website at the URLhttps://www.sgx.com/securities/company-announcementsand may also be accessed at the Company's website at the URL https://www.bhglobal.com.sg.
3. In view of the guidance note issued by the Singapore Exchange Regulation, a member may ask question relating to the items on the agenda of the AGM by:-

1. submitting question via mail to the Company's registered office at 8 Penjuru Lane, Singapore 609189, or email to [e-mail] advance of the AGM.

When sending questions, members should also provide their full name as it appears on the CDP/CPF/SRS records, address, contact number, email address, number of shares in the Company and the manner in which the shares are held in the Company (e.g., via CDP, CPF or SRS) for verification.

Shareholders are encouraged to submit their questions the latest by 23 April 2024 at 10.30 a.m., to allow the Company to have sufficient time to address and respond to these questions at least 48 hours prior to the closing date and time for the lodgment of the proxy form. The responses will be published on (i) the SGX-ST's website; and (ii) the Company's corporate website.

1. "live Question and Answer" at the physical AGM.

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NOTICE OF ANNUAL GENERAL MEETING (Cont'd)

1. (a) A member of the Company who is entitled to attend and vote at the AGM and who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend and vote in his stead. Where such member appoints more than one (1) proxy, he/she shall specify the proportion of his/her shareholding to be represented by each proxy and if no percentage is specified, the first named proxy shall be deemed to represent 100 per cent of his shareholding and any second named proxy shall he deemed to be an alternate to the first named proxy. If the appointer is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.
2. 1. A member of the Company who is entitled to attend and vote at the AGM and who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote in his stead. Where such member appoints more than one (1) proxy, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.
3. A proxy need not be a member of the Company.
4. A member of the Company, which is a corporation, is entitled to appoint its authorised representative or proxy to vote on its behalf.
5. The instrument or form appointing a proxy, duly executed, must be deposited at the office of the Company's Share Registrar, Tricor Barbinder Share Registration Services at 9 Raffles Place, #26-01Republic Plaza, Singapore 048619 or email to [e-mail] not less than 72 hours before the time appointed for holding the AGM (i.e. by 27 April 2024 at 10.30 a.m.)in order for the proxy to be entitled to attend and vote at the AGM.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

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