General Announcement::Minutes of Annual General Meeting held on 27 July 2021

	GP INDUSTRIES LIMITED
	(Company Registration No.: 199502128C)
	(Incorporated in the Republic of Singapore)
	(the "Company")
	MINUTES OF ANNUAL GENERAL MEETING
MODE OF MEETING	: LIVE AUDIO-VISUAL WEBCAST and LIVE AUDIO ONLY STREAM
DATE	: Tuesday, 27 July 2021
TIME	: 2:30 p.m. (Singapore Time)
PRESENT	: Board of Directors
	Mr Victor Lo Chung Wing
	(Chairman and Chief Executive Officer)
	Mr Lam Hip Lap
	(Vice Chairman and Executive Vice President)
	Mr Brian Li Yiu Cheung
	(Executive Vice President)
	Mr Waltery Law Wang Chak
	(Executive Director, Chief Financial Officer and Chief Risk Officer)
	Ms Grace Lo Kit Yee
	(Executive Director)
	Mr Lim Ah Doo
	(Lead Independent Director)
	Mr Allan Choy Kam Wing
	(Non-Executive Independent Director)
	Mr Lim Jiew Keng
	(Non-Executive Independent Director)
	Mr Goh Boon Seong
	(Non-Executive Independent Director)
	Mr Timothy Tong Wai Cheung
	(Non-Executive Independent Director)
	Mr Christopher Lau Kwan
	(Non-Executive Independent Director)
	Company Secretary
	Mr Lee Tiong Hock
	Auditors
	Ms Ang Poh Choo
	(Audit Partner-in-charge, Deloitte & Touche LLP)
	Mr Ling Kim Chuan
	(Deloitte & Touche LLP)
	Share Registrar and Polling Agent
	Mr Chen Xiaqi
	Mr Aaron Wong Choon Xian
	(Boardroom Corporate & Advisory Services Pte. Ltd.)
	Scrutineer
	Ms Esther Au Siew Peng
	Ms Hazel Lam Xiao Wei
	(DrewCorp Services Pte Ltd)
SHAREHOLDERS	: Due to the restriction on the use of personal data pursuant to the
PARTICIPATION	provisions of the Personal Data Protection Act 2012, the names of
	the shareholders present at the meeting will not be published in
	this minutes.

GP INDUSTRIES LIMITEDPage 2 of 11

(Company Registration No.: 199502128C)

Minutes of Annual General Meeting held on 27 July 2021

CHAIRMAN

: Mr Victor Lo Chung Wing

QUORUM

As a quorum was present, Chairman welcomed the shareholders to the annual general meeting (the "AGM" or the "Meeting") of the Company and declared the Meeting open at 2:30 p.m. (Singapore Time).

"LIVE" AUDIO-VISUAL WEBCAST OR "LIVE" AUDIO-ONLY STREAM

Chairman indicated that as the AGM would be conducted by way of electronic means pursuant to the First Schedule of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company had arranged for a "live" audio-visual webcast and "live" audio-only stream for shareholders to simultaneously observe the proceedings of this Meeting. Chairman thanked shareholders who had taken their time to watch or listen the live event of this Meeting.

Chairman reminded the shareholders that a "live" audio-visual webcast and "live" audio-only stream were mainly for simultaneous observation of the meeting proceedings and sought shareholders' kind understanding that they were not allowed to raise any question during the Meeting.

INTRODUCTION OF DIRECTORS, COMPANY SECRETARY AND PROFESSIONALS

Chairman introduced the Directors of the Company (the "Directors") attending in person or remotely via "live" webcast and informed the Meeting that the Company Secretary, Auditors, Share Registrar and Polling Agent, and Scrutineer were attending the AGM remotely via "live" webcast.

NOTICE

Chairman informed the Meeting that:-

1. The Annual Report together with the Notice of this Meeting dated 12 July 2021 (the "Notice of AGM"), proxy form, letter to shareholders dated 12 July 2021 in relation to the proposed renewal of the share purchase mandate (the "Share Purchase Mandate") and proposed renewal of the general mandate for interested person transaction (the "IPT Mandate") as well as the announcement in relation to the alternative arrangements for the AGM to be held on 27 July 2021 (collectively, the "AGM Documents"), setting out the details of the steps, among others, for pre-submission of questions, vote and participating at the AGM, had been circulated by electronic means to shareholders within the statutory period. With the consents of the shareholders, the Notice of AGM and the AGM Documents were taken as read.
2. All pertinent information relating to the proposed resolutions were set out in the Notice of AGM.
3. In the AGM Documents, the Company had informed shareholders to submit proxy form to appoint the Chairman of the Meeting to cast votes on their behalf. Hence, proxy forms lodged at the registered office of the Company or emailed to the Company had been checked and found to be in order.
4. In his capacity as the Chairman of the Meeting, he had been appointed as a proxy by a number of shareholders who have directed him to vote on their behalf. Therefore, he would vote in accordance with the wishes of shareholders who have appointed him as proxy.

GP INDUSTRIES LIMITED	Page 3 of 11
(Company Registration No.: 199502128C)
Minutes of Annual General Meeting held on 27 July 2021

1. In the AGM Documents, the Company had also invited shareholders to submit their questions in advance in relation to any resolutions set out in the Notice of AGM. The Company had received several questions from the shareholders and Securities Investors Association (Singapore) and had responded via a SGXNet announcement released on 26 July 2021. Shareholders may refer to such SGXNet announcement for reference.
2. Pursuant to Rule 730A of the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST"), companies listed on the SGX-ST shall conduct voting by poll for all general meetings. Accordingly, in his capacity as Chairman of the Meeting, he demanded all the resolutions set out in the Notice of AGM be voted by way of poll, which was in accordance with
   Article 63 of the Company's Constitution.
3. DrewCorp Services Pte Ltd and Boardroom Corporate & Advisory Services Pte. Ltd. had been appointed as Scrutineer and Polling Agent respectively. The validity of the proxies submitted by the shareholders have been reviewed and all valid votes have been counted and verified.

ORDINARY BUSINESS:

1. DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS - RESOLUTION 1

Resolution 1 was to receive and adopt the Directors' Statement and Audited Financial Statements of the Company for the financial year ended 31 March 2021 together with the Independent Auditors' Report.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 1 is as follows:

	Number of Shares	%
Votes "For"	418,085,110	99.967
Votes "Against"	136,400	0.033
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 1 was duly carried.

2. RE-ELECTION OF DIRECTORS - RESOLUTIONS 2 TO 6

The Meeting was informed that Ms Grace Lo Kit Yee, who is retiring pursuant to Article 77 of the Company's Constitution, Mr Waltery Law Wang Chak and Mr Allan Choy Kam Wing, who are retiring pursuant to Article 95 of the Company's Constitution, and Mr Lim Ah Doo and Mr Goh Boon Seong, who are retiring pursuant to Article 95 of the Company's Constitution and Rule

720(5) of the Listing Manual of the SGX-ST, have signified their consents to continue in office. The Meeting proceeded to vote on the re-election of Directors individually.

GP INDUSTRIES LIMITED	Page 4 of 11
(Company Registration No.: 199502128C)
Minutes of Annual General Meeting held on 27 July 2021

RE-ELECTION OF MS GRACE LO KIT YEE AS DIRECTOR - RESOLUTION 2

Resolution 2 dealt with the re-election of Ms Grace Lo Kit Yee as a Director.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 2 is as follows:

	Number of Shares	%
Votes "For"	418,201,510	99.995
Votes "Against"	20,000	0.005
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 2 was duly carried.

RE-ELECTION OF MR WALTERY LAW WANG CHAK AS DIRECTOR - RESOLUTION 3

Resolution 3 dealt with the re-election of Mr Waltery Law Wang Chak as a Director.

The Meeting was informed that Mr Waltery Law Wang Chak will, upon re-election as a Director of the Company, remain as Chief Financial Officer and Chief Risk Officer.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 3 is as follows:

	Number of Shares	%
Votes "For"	418,124,010	99.977
Votes "Against"	97,500	0.023
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 3 was duly carried.

RE-ELECTION OF MR LIM AH DOO AS DIRECTOR - RESOLUTION 4

Resolution 4 dealt with the re-election of Mr Lim Ah Doo as a Director.

The Meeting was informed that Mr Lim Ah Doo will, upon re-election as a Director of the Company, remain as a Non-Executive Independent Director, Lead Independent Director, Chairman of Audit and Risk Committee, a member of each of the Nominating and Remuneration Committee, and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST, subject to and contingent upon the passing of Resolutions 12 and 13.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 4 is as follows:

	Number of Shares	%
Votes "For"	418,085,110	99.967
Votes "Against"	136,400	0.033
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 4 was duly carried.

GP INDUSTRIES LIMITED	Page 5 of 11
(Company Registration No.: 199502128C)
Minutes of Annual General Meeting held on 27 July 2021

RE-ELECTION OF MR ALLAN CHOY KAM WING AS DIRECTOR - RESOLUTION 5

Resolution 5 dealt with the re-election of Mr Allan Choy Kam Wing as a Director.

The Meeting was informed that Mr Allan Choy Kam Wing will, upon re-election as a Director of the Company, remain as a Non-Executive Independent Director, Chairman of Remuneration Committee, a member of each of the Audit and Risk and Nominating Committees, and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST, subject to and contingent upon the passing of Resolutions 14 and 15.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 5 is as follows:

	Number of Shares	%
Votes "For"	418,201,510	99.995
Votes "Against"	20,000	0.005
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 5 was duly carried.

RE-ELECTION OF MR GOH BOON SEONG - RESOLUTION 6

Resolution 6 dealt with the re-election of Mr Goh Boon Seong as a Director.

The Meeting was informed that Mr Goh Boon Seong will, upon re-election as a Director of the Company, remain as a Non-Executive Independent Director, a member of each of the Audit and Risk and Nominating Committees, and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 6 is as follows:

	Number of Shares	%
Votes "For"	418,201,510	99.995
Votes "Against"	20,000	0.005
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 6 was duly carried.

3. DIRECTORS' FEES - RESOLUTION 7

Resolution 7 was to approve the payment of Directors' fees of S$498,000 for the financial year ended 31 March 2021.

As the votes of the proposed resolution have been counted and verified through the submission of the proxy forms to the Chairman, the poll result for Resolution 7 is as follows:

	Number of Shares	%
Votes "For"	418,201,510	99.995
Votes "Against"	20,000	0.005
Total number of valid votes cast	418,221,510	100.000

Accordingly, Chairman declared that Resolution 7 was duly carried.