Extraordinary/ Special General Meeting::Voluntary

NOTICE OF EXTRAORDINARY GENERAL MEETING

UNION GAS HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No.: 201626970Z)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of Union Gas Holdings Limited (the "Company") will be held by way of electronic means on 13 July 2021 at 9.00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution:

Please refer to the paragraph titled "IMPORTANT INFORMATION" below for details.

All capitalised terms in this Notice which are not defined herein shall have the same meaning as ascribed to them in the Company's circular dated 21 June 2021 (the "Circular").

RESOLUTION 1 (SPECIAL RESOLUTION)

THE PROPOSED TRANSFER OF LISTING OF THE COMPANY FROM THE CATALIST TO THE MAINBOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ("SGX-ST")

THAT:

1. approval be and is hereby given for the Company to transfer its listing from the Catalist to the Mainboard of the SGX-ST (the "Proposed Transfer"); and
2. the Directors of the Company and each of them be and is hereby authorised to complete and do all such acts and things (including executing all such documents and ancillary agreements and to make all such amendments thereto as may be required in connection with the Proposed Transfer) as they or he may consider necessary, desirable or expedient or in the interests of the Company to give effect to the Proposed Transfer.

RESOLUTION 2 (ORDINARY RESOLUTION)

THE PROPOSED ADOPTION OF THE NEW SHARE ISSUE MANDATE

THAT contingent upon the passing of Resolution 1 as Special Resolution:

1. Resolution 7 (Authority to Allot and Issue Shares) under the heading "Special Business" referred to in the notice of annual general meeting dated 7 April 2021, which was approved by Shareholders at the annual general meeting of the Company held on 29 April 2021, be revoked in its entirety with effect from the date of transfer of the listing of the Company from Catalist to the Mainboard of the Singapore Exchange Securities Trading Limited ("SGX-ST") (the "Proposed Transfer Date"); and
2. pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the "Act") and Rule 806 of the Listing Manual of the SGX-ST ("Listing Manual "), the Directors of the Company be authorised and empowered to
3. 1. allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or
   2. 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 for such purposes and to such persons as the Directors may in their absolute discretion deem fit pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual; and

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1. issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force, notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time of such issuance of Shares,

provided that:

1. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution), shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings)(as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed twenty per cent (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);
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 (1) above, the percentage of total issued Shares shall be based on the total issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for: (i) new Shares arising from the conversion or exercise of any convertible securities; (ii) new Shares arising from exercising of share options or vesting of share awards outstanding and/or subsisting at the time of the passing of this Resolution, provided the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Mainboard Rules; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares. Adjustments in accordance to subparagraph 2(i) and 2(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 the resolution approving the mandate;
3. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Mainboard Rules for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Act and the Constitution for the time being of the Company; and
4. the authority conferred by this Resolution shall, unless revoked or varied by the Company in general meeting, continue to be in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.

RESOLUTION 3 (ORDINARY RESOLUTION)

THE PROPOSED AMENDMENT S TO THE EXISTING UNION GAS EMPLOYEE SHARE OPTION SCHEME

THAT contingent upon the passing of Resolution 1 as Special Resolution:

1. the Proposed Amendments to the Existing Union Gas ESOS Rules ("Union Gas ESOS Rules") as set out in Appendix A to the Circular be and are hereby adopted and approved;
2. the Directors be and are hereby authoris ed to offer and grant options in accordance with the provisions of the modified Union Gas ESOS Rules and allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the modified Union Gas ESOS Rules; and
3. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.

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RESOLUTION 4 (ORDINARY RESOLUTION)

THE PROPOSED AMENDMENTS TO THE EXISTING UNION GAS PERFORMANCE SHARE PLAN

THAT contingent upon the passing of Resolution 1 as Special Resolution:

1. the Proposed Amendments to the Existing Union Gas PSP Rules ("Union Gas PSP Rules") as set out in Appendix B to the Circular be and are hereby adopted and approved;
2. the Directors be and are hereby authori sed to offer and grant options in accordance with the provisions of the modified Union Gas PSP Rules and allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options under the modified Union Gas PSP Rules; and
3. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.

By Order of the Board

Ms WongYoen Har

Company Secretary

Singapore

21 June 2021

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IMPORTANT INFORMATION

Shareholders of the Company ("Shareholders") should take note of the following arrangements for the EGM:

1. Participation in the EGM via Live EGM Webcast and Live EGM Audio Feed: The EGM will be conducted by electronic means and Shareholders will not be able to attend the EGM physically. All Shareholders or their corporate representatives (in the case of Shareholders which are legal entities) will be able to participate in the EGM proceedings by watching a "live" webcast (the "Live EGM Webcast") or listen to a "live" audio feed (the "Live EGM Audio Feed"). Shareholders/Investors holding shares through relevant intermediaries (other than SRS investors) will not be able to pre-registerfor the "live" broadcast of the EGM. Such Shareholders/investors who wish to participate in the EGM proceedings should instead approach his/her relevant intermediary as soon as possible in order to make the necessary arrangements.
2. Live EGM Webcast and Live EGM Audio Feed: All Shareholders who wish to follow the proceedings of the EGM will need

to pre-register at http://forms.uniongas.com.sg/egm/2021/MainboardEGM-registration.html (the "Pre-registrationLink") from now till 9.00 a.m. on 10 July 2021 (the "Registration Deadline") for verification of their status as Shareholders (or the corporate representatives of such Shareholders) of the Company. Following successful verification, each Shareholder or its corporate representative(s) will receive an email confirmation ("Confirmation Email") by 5.00 p.m. on 11 July 2021 containing instructions to access the live EGM proceedings.

Shareholders or their corporate representative(s) must not forward the abovementioned information to any other persons who are not shareholders and who are not eligible to attend the EGM. This is also to avoid any technical disruptions to the Live EGM Webcast or Live EGM Audio Feed due to overloading.

Shareholders or their corporate representatives who have registered by the Registration Deadline but do not receive the Confirmation Email by 5.00 p.m. on 11 July 2021 may contact the Company's Share Registrar at email address [e-mail] or call the general telephone number at [phone] between 10.00 a.m. to 4.00 p.m. for assistance.

1. Submission of Questions in advance of the EGM: Shareholders will not be able to ask questions "live" via the Live EGM

Webcast. Shareholders who pre-register to watch the live webcast or listen to the live audio feed may also submit questions related to the EGM to http://forms.uniongas.com.sg/egm/2021/MainboardEGM-registration.html . Questions must be submitted by 9.00 a.m. on 8 July 2021 so that they may be addressed during the EGM proceedings. Shareholders or their representatives (in the case of shareholders which are legal entities) must state his/her full name and whether he/she is a shareholder or a representative of a shareholder which is a legal entity. Any question without the identification details will not be addressed. The Company shall address relevant and substantial questions (as may be determined by the Company in its sole discretion) received by 9.00 a.m. on 8 July 2021 prior to the EGM via SGXNet and/or during the EGM proceedings. The Company will publish the minutes of the EGM, including substantial and relevant comments or queries from shareholders relating to the agenda of the EGM, and responses from the Company, on SGXNet within one (1) month after the date of EGM.

1. Voting solely via appointing Chairman of the Meeting as Proxy: Shareholders may only exercise their voting rights at the EGM via proxy voting. Shareholders who wish to vote on the resolution at the EGM must appoint the Chairman of the EGM as their proxy to do so on their behalf. In the Proxy Form, a shareholder should specifically direct the Chairman on how he is to vote for or vote against (or abstain from voting on) the resolution to be tabled at the EGM, failing which the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid. The instrument appointing the Chairman of the EGM as proxy must be deposited to the Share Registrar's office at 50 Raffles Place #32-01Singapore Land Tower, Singapore 048623 or sent by email to [e-mail] not less than seventy-two(72) hours (i.e. by 9.00 a.m. on 10 July 2021), before the time appointed for holding the EGM. The Proxy Form can be downloaded from the SGXNet athttps://www.sgx.com/securities/company-announcements. In view of the current COVID-19 measures which may make it difficult for shareholders to submit completed proxy forms by post, shareholders are strongly encouraged to submit completed proxy forms electronically via email to [e-mail].
2. Investors who hold through Relevant Intermediaries (including SRS Investors): A Depositor's name must appear on the Depository Register maintained by The Central Depository (Pte) Limited (the "CDP") at least seventy-two(72) hours before the time fixed for holding the EGM in order for the Depositor to be entitled to vote on the resolution at the EGM by appointing the Chairman of the EGM as his/her proxy to do so on his/her behalf. In view of Section 81SJ(4) of the Securities and Future Act, Chapter 289 of Singapore, a Depositor shall not be regarded as a shareholder of the Company entitled to attend the EGM and to speak and vote thereat unless his/her name appears in the Depository Register maintained by the CDP at least seventy-two(72) hours before the EGM. Any shareholder who is holding his shares via the CDP but whose name is not registered with the CDP seventy-two(72) hours before the EGM will not be entitled to attend and vote at the EGM. Accordingly, even if such shareholder deposits his proxy form seventy-two(72) hours before the EGM, the Chairman of the EGM who is appointed as his/her proxy will not be entitled to vote at the EGM. SRS Investors who wish to appoint the Chairman of the EGM as proxy should approach their respective SRS Operators at least seven (7) working days before the EGM (i.e. by 9.00 a.m. on 1 July 2021), to ensure that their votes are submitted.

Access to documents or information relating to the EGM

In accordance with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, all documents and information relating to the business of the EGM (including the Circular and the Proxy Form) have been published on SGXNet at https://www.sgx.com/securities/company-announcements. Printed copies will not be sent to Shareholders.

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Further Updates

In view of the evolving COVID-19 situation, the Company reserves the right to take such further precautionary measures as may be appropriate up to the date of the EGM, including any precautionary measures required or recommended by government agencies, in order to curb the spread of COVID-19. Shareholders should continually check for announcements by the Company for updates on the EGM. The Company would like to thank all shareholders for their patience and co-operation in enabling the Company to continue holding its EGM amidst the COVID-19 situation.

Personal Data Privacy

By (a) submitting an instrument appointing the Chairman of the EGM as a proxy to vote at the EGM and/or any adjournment hereof, or (b) completing the Pre-registration in accordance with this Notice, or (c) submitting any question prior to the EGM in accordance with this Notice, a shareholder of the Company consents to the collection, use and disclosure of the shareholders' personal data by the Company (or its agents or service providers) for the following purposes:

1. the processing and administration by the Company (or its agents or service providers) of proxy forms appointing the Chairman of the EGM as a proxy for the EGM (including any adjournment thereof);
2. the processing of the Pre-registration for purposes of granting access to shareholders (or their representatives in the case of shareholders which are legal entities) to the live webcast or live audio feed of the EGM proceedings and providing them with any technical assistance where necessary;
3. addressing relevant and substantial questions from Shareholders received before the EGM and if necessary, following up with the relevant shareholders in relation to such questions;
4. he preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the EGM (including any adjournment thereof); and
5. enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines.

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