Annual General Meeting

AEI CORPORATION LTD.

(the "Company")

(Incorporated in the Republic of Singapore) Co. Registration No. 198300506G

NOTICE OF ANNUAL GENERAL MEETING

28 April 2014 at 9:00 a.m. for the following purposes:-

1. To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2013 and the Reports of the Directors and Auditors thereon. (Resolution 1)
2. To declare a first and final dividend (tax exempt one-tier) of 0.50 cent per ordinary share for the financial year ended 31 December 2013. (Resolution 2)
3. To approve the Directors' fees of S$235,000 (2012: S$210,000) for the financial year ended 31 December 2013. (Resolution 3)
4. To re-elect Mr Teng Cheong Kwee, a Director retiring under Article 104 of Articles of Association of the Company. (Resolution 4)

Mr Teng Cheong Kwee will, upon re-election as Director of the Company, remain as a member of the Audit Committee. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. He will also remain as the Chairman of the Nominating Committee and a member of the Remuneration Committee.

5. To re-appoint Dr Vasoo Sushilan, a Director retiring under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company. (Resolution 5)

Dr Vasoo Sushilan will, upon re-appointment as Director of the Company, remain as a member of the Audit Committee. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. He will also remain as the Chairman of the Remuneration Committee and a member of the Nominating Committee.

6. To re-appoint Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 6) AS SPECIAL BUSINESS
To consider, and if thought fit, to pass the following resolutions as Ordinary Resolutions with or without amendments:-
7. Authority to issue and allot shares
"(a) That pursuant to Section 161 of the Companies Act, Cap. 50, and the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to:
(i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
(ii) make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares
(collectively, "Instruments") including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares;
(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and
(b) (notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided always that:
(i) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares), of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares (excluding treasury shares), and for the purpose of this Resolution, the total number of issued shares (excluding treasury shares) shall be the Company's total number of issued shares (excluding treasury shares) at the time this Resolution is passed, after adjusting for;
(A) new shares arising from the conversion or exercise of convertible securities,
(B) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST, and
(C) any subsequent bonus issue, consolidation or subdivision of the Company's shares,
(ii) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the 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." (Resolution 7) (See Explanatory Note 1)
8. Renewal of the Share Buy-Back Mandate
"(a) That for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued Shares each fully paid up not exceeding in aggregate the Maximum Limit (as hereafter 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 hereafter defined), whether by way of:
(i) on-market purchase(s) ("On-Market Purchases") transacted through the SGX-ST or on another stock exchange on which the Shares are listed (as defined in Section
76E of the Companies Act); and/or;
(ii) off-market purchase(s) ("Off-Market Purchases") effected pursuant to an equal access scheme (as defined in Section 76C of the Companies Act) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Listing Manual of the SGX-ST; and
otherwise in accordance with all laws and 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 Buy-Back Mandate");
(b) The authority conferred on the Directors pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of this Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the Company is held or required by law to be held;
(ii) the date on which the authority contained in the renewed Share Buy-Back Mandate is varied or revoked by ordinary resolution of the Company in general meeting; or
(iii) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Buy-Back Mandate are carried out to the full extent mandated. (c) In this Resolution:
"Maximum Limit" means that number of issued Shares representing 10% of the issued ordinary shares of the Company as at the date of the passing of this Resolution
(excluding any treasury shares which may be held by the Company from time to time).; and
"Maximum Price" means that the purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) to be paid for a Share in the event of any Share Buy-Back shall be determined by the Directors, but in any event, shall not exceed the maximum price, which:
(i) in the case of an On-Market Purchase, shall mean the price per Share based on not more than five per cent (5%) above 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 immediately preceding the day of the On-Market Purchase and deemed to be adjusted for any corporate action occurring after such 5-market day period; and
(ii) in the case of an Off-Market Purchase, shall mean the price per Share based on not more than 20% above 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 immediately preceding the day on which the Company makes an announcement of an offer under an equal access scheme,
and
(d) the Directors 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 expedient, incidental, necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution." (Resolution 8) (See Explanatory Note 2)

9. To transact any other business that may normally be dealt with at an Annual General Meeting.

1. Resolution 7, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to an amount not exceeding in aggregate 50% of the total number of issued shares (excluding treasury shares) of the Company of which the total number of convertible securities issued other than on a pro rata basis to existing shareholders shall not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company at the time the resolution is passed, for such purposes as they consider would be in the interests of the Company. The total number of issued shares (excluding treasury shares) of the Company for this purpose shall be the total number of issued shares (excluding treasury shares) at the time this Resolution is passed (after adjusting for new shares arising from the conversion or exercise of convertible securities or share options which are outstanding or subsisting at the time this Resolution is passed and any subsequent bonus issues, consolidation or subdivision of the Company's shares). This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.
2. Resolution 8, if passed, will renew the Share Buy-Back Mandate and will authorise the Company to purchase or otherwise acquire Shares on the terms and subject to the conditions of the resolution. The rationale for, the authority and limitation on, the sources of funds to be used and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buy-Back Mandate based on the audited accounts of the Company and the Group for the financial year ended 31 December 2013 are set out in greater detail in the Appendix enclosed together with the Annual Report.

1. A member of the Company entitled to attend and vote at the above meeting may appoint no more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each such proxy.
2. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorized officer or attorney.
3. The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a notarially certified or office copy thereof must be deposited at the registered office of the Company at 12 Penjuru Lane, Jurong Town Industrial Estate, Singapore 609192 not later than 48 hours before the time appointed for the Annual General Meeting.

2014 for the preparation of dividend warrants.
Duly completed registrable transfers received by the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. of 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623 up to 5:00 p.m. on 7 May 2014 will be registered to determine the shareholders' entitlements to the proposed first and final dividend. Members whose securities accounts with The Central Depository (Pte) Ltd are credited with Shares at 5:00 p.m. on 7 May 2014 will be entitled to the proposed first and final dividend.
Payment of the proposed dividend, if approved by the shareholders at the Annual General Meeting to be held on 28 April 2014, will be paid on 15 May 2014. By Order of the Board
Ngiam Zee Moey Foo Soon Soo Company Secretaries
Singapore, 11 April 2014

NOTICE OF EXTRAORDINARY GENERAL MEETING

28 April 2014 at 9.30 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 9 a.m. on the same day and at
the same place) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution:

That:
(a) a new performance share plan to be known as "AEI Performance Share Plan" ("Performance Share Plan"), the rules and details of which have been set out in the Company's circular dated 11 April 2014 ("Circular"), under which awards ("Awards") of fully paid-up ordinary shares in the capital of the Company ("Shares"), their equivalent cash value or combinations thereof will be granted, free of payment, to selected employees of the Company and/or its subsidiaries, including the Directors, and other selected participants, details of which are set out in the Circular, be and is hereby approved;
(b) the Directors be and are hereby authorised:
(i) to establish and administer the Performance Share Plan;
(ii) to modify and/or alter the Performance Share Plan from time to time, provided that such modification and/or alteration is effected in accordance with the provisions of the Performance Share Plan and to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give full effect to the Performance Share Plan; and
(iii) subject to the same being allowed by law, to apply any Share purchased under any share buyback mandate towards the satisfaction of Awards granted under the
Performance Share Plan; and
(c) the Directors be and are hereby authorised to grant Awards in accordance with the provisions of the Performance Share Plan and to allot and issue from time to time such number of fully paid-up Shares as may be required to be allotted and issued pursuant to the vesting of Awards under the Performance Share Plan, provided that the aggregate number of Shares to be allotted and issued pursuant to the Performance Share Plan, when added to the number of Shares issued and issuable in respect of all options granted or awards granted under any other share-based incentive schemes adopted by the Company and for the time being in force, shall not exceed 15.0% of the total issued and paid-up Shares (excluding treasury shares) on the day preceding the date on which the Award shall be granted.

THAT subject to and contingent upon the passing of Ordinary Resolution 1, approval be and is hereby given for the participation in the Performance Share Plan by Mr Tan Chu En
Ian, a Controlling Shareholder.

THAT subject to and contingent upon the passing of Ordinary Resolution 1, approval be and is hereby given for the participation in the Performance Share Plan by Madam Sinta
Muchtar, a Controlling Shareholder.
BY ORDER OF THE BOARD AEI CORPORATION LTD.
Ngiam Zee Moey Foo Soon Soo Company Secretaries
Singapore, 11 April 2014

(1) A shareholder of the Company entitled to attend and vote at the EGM may appoint not more than two proxies to attend and vote in his/her stead. A shareholder of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a shareholder of the Company.
(2) If a proxy is to be appointed, the instrument appointing a proxy must be duly deposited at the registered office of the Company at 12 Penjuru Lane, Singapore 609192, not later than 48 hours before the time appointed for the holding of the EGM.
(3) The instrument appointing a proxy or proxies must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy 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.
(4) A Depositor's name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 48 hours before the time fixed for holding the EGM in order for the Depositor to be entitled to attend and vote at the EGM.

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