APPENDIX DATED 5 April 2023

THIS APPENDIX IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax advisor or other professional advisor immediately.

This Appendix is circulated to Shareholders of Nippecraft Limited (the "Company") together with the Company's annual report for the financial year ended 31 December 2022 (the "2022 Annual Report"). Its purpose is to explain to Shareholders the rationale and provide information relating to the proposed renewal of the IPT Mandate (as defined herein) and the Share Purchase Mandate (as defined herein) to be tabled at the Annual General Meeting ("AGM") to be held on at MR 43072, Signature Asia Square, #43-01, Asia Square Tower 1, 8 Marina View, Singapore 018960, on Monday, 24 April 2023 at 10:00 a.m.. The Notice of AGM (as defined herein) and proxy form are enclosed with the 2022 Annual Report.

If you have sold or transferred all of your ordinary shares in the capital of the Company, held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Appendix to the purchaser or transferee as arrangements will be made by CDP for a separate Appendix together with the Notice of AGM and the proxy form to be sent to the purchaser or transferee. If you have sold or transferred all of your ordinary shares in the capital of the Company, represented by physical share certificate(s), you should immediately forward this Appendix together with the Notice of AGM and the proxy form which are enclosed with the 2022 Annual Report, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

This Appendix has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor").

This Appendix has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this Appendix, including the correctness of any of the statements or opinions made or reports contained in this Appendix.

The contact person for the Sponsor is Ms. Charmian Lim (Tel: (65) 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

  1. THE PROPOSED RENEWAL OF THE INTERESTED PERSON TRANSACTIONS MANDATE
  2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

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2

CONTENTS

DEFINITIONS

4

LETTER TO SHAREHOLDERS

1.

INTRODUCTION

7

2.

THE PROPOSED RENEWAL OF THE IPT MANDATE

8

3.

THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

9

4.

INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

23

5.

DIRECTORS' RECOMMENDATIONS

25

6.

ABSTENTION FROM VOTING

25

7.

DIRECTORS' RESPONSIBILITY STATEMENT

25

8.

DOCUMENTS AVAILABLE FOR INSPECTION

26

ANNEX A - THE IPT MANDATE

3

DEFINITIONS

In this Appendix, unless the context otherwise requires, the following terms or expressions shall have the following meanings:

"2023 AGM"

: The AGM of the Company to be convened on 24 April 2023

"ACRA"

: The Accounting and Corporate Regulatory Authority of Singapore

"AGM"

: The Annual General Meeting of the Company

"Appendix"

: This Appendix dated 5 April 2023

"APP"

: Asia Pulp & Paper Company Ltd, a company incorporated in Singapore

"APP Golden"

: APP Golden Limited, a company incorporated in the British Virgin Islands

"APP Group"

: APP, its subsidiary and associated companies

"APP Printing"

: APP Printing (Holding) Pte Ltd, a company incorporated in Singapore

"Approved Agency/

: Has the meaning ascribed to it in Paragraph 7.2(d)(i) of Annex A

Distributor Agreement"

"Approved Independent

: Has the meaning ascribed to it in Paragraph 7.2(b)(i) of Annex A

Sources"

"Approved Licensing Fees"

: Has the meaning ascribed to it in Paragraph 7.2(d)(ii) of Annex A

"Audit Committee"

: The Audit Committee of the Company

"Average Closing Price"

: Has the meaning ascribed to it in Paragraph 3.3(d) of the Letter to Shareholders

"Board" or "Directors"

: The Board of Directors of the Company

"Catalist"

: The Catalist Board of the SGX-ST

"Catalist Rules"

: SGX-ST Listing Manual Section B: Rules of Catalist, as amended, modified or supplemented

from time to time

"CDP"

: The Central Depository (Pte) Limited

"Companies Act"

: The Companies Act 1967 of Singapore, as amended, modified or supplemented from time

to time

"Company"

: Nippecraft Limited

"Constitution"

: The constitution of the Company, as amended, modified or supplemented from time to time

"Control"

: The capacity to dominate decision-making, directly or indirectly, in relation to the financial

and operating policies of a company

"Controlling Shareholder"

: A person who:

(a)

holds directly or indirectly 15% or more of the total number of issued shares excluding

treasury shares in the Company. The SGX-ST may determine that a person who

satisfies this paragraph is not a controlling shareholder; or

(b)

in fact exercises Control over the Company

4

DEFINITIONS

"EAR Group"

: Has the meaning ascribed to it in Paragraph 2.2(c) of Annex A

"EGM"

: Extraordinary General Meeting of the Company

"EPS"

: Earnings per Share

"FY2022"

: Financial year ended 31 December 2022

"Group"

: Company and its subsidiaries collectively

"IPT(s)"

: Transaction(s) proposed to be entered into between the EAR Group and interested persons

as defined under Chapter 9 of the Catalist Rules

"IPT Mandate"

: The general mandate given by Shareholders to permit the Group to enter into IPTs with

Mandated Interested Person

"IPT Register"

: Has the meaning ascribed to it in Paragraph 7.6(a) of Annex A

"Latest Practicable Date"

: 17 March 2023, being the latest practicable date prior to the circulation of this Appendix

"Mandated Interested Persons" : Has the meaning ascribed to it in Paragraph 5.1 of Annex A

"Mandated IPTs"

: Has the meaning ascribed to it in Paragraph 6.1 of Annex A

"Market Day"

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

"Market Purchase"

: Has the meaning ascribed to it in Paragraph 3.3(c)(i) of the Letter to Shareholders

"Maximum Price"

: Has the meaning ascribed to it in Paragraph 3.3(d) of the Letter to Shareholders

"NTA"

: Net tangible assets

"Notice of AGM"

: The notice of AGM dated 5 April 2023 as set out in the annual report of the Company for

FY2022

"Off-Market Purchase"

: Has the meaning ascribed to it in Paragraph 3.3(c)(ii) of the Letter to Shareholders

"Relevant Period"

: The period commencing from the date on which the resolution authorising the Share

Purchase Mandate is passed and expiring on the earliest of (i) the date on which the

next AGM is or is required by law to be held, (ii) the date on which the purchases or

acquisitions of Shares by the Company pursuant to the Share Purchase Mandate are

carried out to the full extent mandated, or (iii) the date on which the authority conferred by

the Share Purchase Mandate is revoked or varied by the Company in a general meeting

"PT APP"

: PT Andalan Prapanca Pertiwi, a company incorporated in the Republic of Indonesia

"Securities Account"

: The securities accounts maintained by a Depositor with CDP, but does not include a

securities sub-account maintained with a Depository Agent

"SFA"

: The Securities and Futures Act 2001 of Singapore, as amended, modified or supplemented

from time to time

"SGX-ST"

: Singapore Exchange Securities Trading Limited

5

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Nippecraft Limited published this content on 05 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2023 13:40:08 UTC.