ISDN Holdings Limited — Proxy Solicitation & Information Statement 2021

Mar 29, 2021

PROXY FORM

(Incorporated in the Republic of Singapore ‑

(Please see notes overleaf before completing this Proxy Form)

ISDN HOLDINGS LIMITED

Company Registration No. 200416788Z) (Singapore Stock Code: I07.SI) (Hong Kong Stock Code: 1656)

IMPORTANT:

1. The AGM is being convened, and will be held, by way of electronic means due to the current COVID‑19 advises issued by the relevant authorities in Singapore and the related safe distance measures in Singapore.

2. The Notice of AGM and this Proxy Form are accessible (a) via publication on the Company’s website at the URL http://www.isdnholdings.com/investorrelations.html; (b) via publication on the SGX website at the URL https://www.sgx.com/securities/company‑announcements and (c) via publication on the SEHK website at the URL https://www. hkexnews.hk/.

3. Arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio‑visual webcast or live audio‑only stream), submission of questions to the Chairman of the meeting in advance of the AGM, addressing of substantial and relevant questions at the AGM and voting by appointing the Chairman of the meeting as proxy at the AGM, are set out in Appendix III of the Company’s circular dated 29 March 2021 (the “ Circular ”) and the Company’s accompanying announcement to this Notice of Annual General Meeting dated 29 March 2021 which may be accessed at the Company’s website at the URL http://www.isdnholdings.com/investorrelations.html and is also available on SGXNET at the URL https://www.sgx.com/securities/company‑announcements and SEHK at the URL https://www.hkexnews.hk/. A copy of this Proxy Form may be accessed at the Company’s website at the URL http://www.isdnholdings.com/investorrelations.html, and will also be made available on the SGX website at the URL https://www.sgx.com/securities/company‑announcements and on the SEHK website at the URL https://www. hkexnews.hk/.

4. Due to the current COVID‑19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, shareholders will not be able to attend the AGM in person. A shareholder (whether individual or corporate) must appoint the Chairman of the meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM in accordance with the instructions on the Proxy Form if such shareholder wishes to exercise his/her/its voting rights at the AGM.

5. CPF or SRS investors who wish to appoint the Chairman of the meeting as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least seven (7) working days before the AGM.

6. By submitting this Proxy Form, the shareholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 29 March 2021.

7. Please read the notes overleaf which contain instructions on, inter alia, the appointment of the Chairman of the meeting as a shareholder’s proxy to attend, speak and vote on his/her/its behalf at the AGM.

I/We*,

(Name)

(NRIC / Passport / Company Registration Number)

(Address)

being a member/members* of ISDN Holdings Limited (the “ Company ”), hereby appoint the Chairman of the Annual General Meeting of the Company (“ AGM ”) as my/our* proxy/proxies* to attend and vote for me/us* on my/our* behalf at the AGM to be convened and held by way of electronic means on Friday, 30 April 2021 at 9.30 a.m. and at any adjournment thereof in the following manner:

		ssport / Company	ssport / Company	ssport / Company	ssport / Company
		int the Chairmane/us* on my/our. and at any adjo
No.	Resolutions relating to:			For	Against
1.	To receive and adopt the Directors’ statement and the audited consolidated financial statements ofthe Company and its subsidiaries for the financial year ended 31 December 2020, together with theexternal auditor’s report thereon.
2.	To declare a first and final tax‑exempt (one‑tier) dividend of 0.8 Singapore cents (equivalent to4.67 HongKongcents) per ordinaryshare for the financialyear ended 31 December 2020.
3.	To approve the payment of Directors’ fees of S$196,350 for the financial year ending 31December 2021.(2020: S$178,500).
4.	To re‑elect Mr. Kong Deyang who will retire by rotation pursuant to Regulation 89 of theconstitution of the Company.
5.	Conditional upon passing of Ordinary Resolutions 6 and 7, to re‑elect Mr. Lim Siang Kai who willretire byrotationpursuant to Regulation 89 of the constitution of the Company.
6.	Conditional upon passing of Ordinary Resolutions 5 and 7, to approve Mr. Lim Siang Kai’scontinued appointment as an Independent Director pursuant to Rule 210(5)(d)(iii) of the SGX‑STListingManual.
7.	Conditional upon passing of Ordinary Resolutions 5 and 6, to approve Mr. Lim Siang Kai’scontinued appointment as an Independent Director pursuant to Rule 210(5)(d)(iii) of the SGX‑STListingManual.
8.	Conditional upon passing of Ordinary Resolution 9, to approve Mr. Soh Beng Keng’s continuedappointment as an Independent Directorpursuant to Rule 210(5)(d)(iii)of the SGX‑ST ListingManual.
9.	Conditional upon passing of Ordinary Resolution 8, to approve Mr. Soh Beng Keng’s continuedappointment as an Independent Director pursuant to Rule 210(5)(d)(iii) of the SGX‑ST ListingManual.
10.	To re‑appoint Messrs Moore Stephens LLP as external auditor of the Company for the financial yearending31 December 2021 and to authorise Directors of the Companyto fix their remuneration.
11.	To approve thegeneral mandate to issue Shares.
12.	To approve the annual mandate to issue Shares under the ISDN PSP.

*Delete as appropriate

If you wish to appoint the Chairman of the meeting as your proxy to cast all your votes “For” or “Against” a resolution, please tick with “√” in the “For” or “Against” box in respect of that resolution. Alternatively, please indicate the number of votes “For” or “Against” in the “For” or “Against” box in respect of that resolution. In the absence of specific directions in respect of a resolution, the appointment of the Chairman of the meeting as your proxy for that resolution will be treated as invalid.

Voting will be conducted by poll.

Dated this day of 2021.

Total Number of Shares Held

Signature(s) of Shareholder(s) or Common Seal of Corporate Shareholder

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

1. Printed copies of the Notice of AGM, the Company’s circular dated 29 March 2021 (“ Circular ”) and the Proxy Form will be sent to Hong Kong shareholders. Printed copies of the Notice of AGM, this Circular and the Proxy Form will not be sent to Singapore shareholders. This Notice of Annual General Meeting, the annual report of the Company for the financial year ended 31 December 2020 (“ Annual Report ”), the Circular and the Proxy Form may also be accessed at the Company’s website at the URL http://www. isdnholdings.com/investorrelations.html. This Notice of Annual General Meeting, the Circular and the Proxy Form are also available on SGXNET at the URL https://www.sgx.com/securities/company‑announcements and SEHK at the URL https://www.hkexnews.hk/.

2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the AGM proceedings may be electronically accessed via live audio‑visual webcast or live audio‑ only stream), submission of comments, queries and/or questions to the Chairman of the Meeting in advance of the AGM, addressing of substantial and relevant comments, queries and/or questions before the AGM and voting by appointing the Chairman of the Meeting as proxy at the Annual General Meeting, are set out in Appendix III of the Circular and the Company’s accompanying announcement to this Notice of Annual General Meeting dated 29 March 2021 which may be accessed at the Company’s website at the URL http://www.isdnholdings.com/investorrelations.html and is also available on SGXNET at the URL https://www.sgx.com/securities/company‑announcements and SEHK at the URL https://www.hkexnews.hk/.

3. Please insert the total number of shares held by you. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If no number is inserted, this Proxy Form shall be deemed to relate to all the shares held by you.

4. Due to the current COVID‑19 advisories issued by the relevant authorities in Singapore and the related safe distancing measures in Singapore, the AGM will be held by way of electronic means and shareholders will not be able to attend the AGM in person. A shareholder (whether individual or corporate) must appoint the Chairman of the meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM in accordance with the instructions on the Proxy Form if such shareholder wishes to exercise his/her/its voting rights at the AGM. This Proxy Form may be accessed at the Company’s website at the URL http://www.isdnholdings.com/investorrelations.html and is also available on SGXNET at the URL https://www.sgx.com/securities/company‑announcements and SEHK at the URL https://www.hkexnews.hk/.

5. Where a shareholder (whether individual or corporate) appoints the Chairman of the meeting as his/her/ its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the meeting as proxy for that resolution will be treated as invalid.

6. The Chairman of the meeting, acting as proxy, need not be a shareholder of the Company.

7. The Proxy Form must be submitted to the Company in the following manner:

   • (a) if submitted by post, be lodged with the Company at No. 10 Kaki Bukit Road 1, #01‑30 KB Industrial Building, Singapore 416175, (for Singapore Shareholders) or the Company’s Hong Kong Branch Share Registrar and Transfer Office, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for Hong Kong Shareholders); or

   • (b) if submitted by way of electronic means, be submitted via email to the Company at isdn‑agm@ ‑

   • complete corp.com.

in either case, by 9.30 a.m. on Tuesday, 27 April 2021. A Shareholder who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. In view of the current COVID‑19 advisories issued by the relevant authorities and the related safe distancing measures in Singapore, shareholders are strongly encouraged to submit the completed Proxy Forms by way of electronic means via email.

1. Where the Proxy Form is executed by an individual, it must be executed under the hand of the individual or his attorney duly authorised. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.

2. Where the Proxy Form is executed under the hand of an attorney duly authorised, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.

3. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM, in accordance with Section 179 of the Companies Act, Cap. 50 of Singapore.