Meeting Schedule For AGM

(Co. Reg. No. 196800586R)

(Incorporated in the Republic of Singapore)

NOTICE IS HEREBY GIVEN THAT the 42nd Annual General Meeting of Lion Asiapac
Limited (the "Company") will be held at The Conference Room, 10 Arumugam Road #10-
00 Lion Building A Singapore 409957 on Wednesday, 31 October 2012 at 2:30 p.m. to transact the following business:

1. To receive and adopt the Audited Accounts and Report of the Directors and
Auditors of the Company for the year ended 30 June 2012.
2. To declare a first and final dividend of 0.5 cent per ordinary share (tax-exempt one- tier) for the year ended 30 June 2012.
3. To re-elect Mr Sam Chong Keen, a Director retiring pursuant to Article 91 of the Company's Articles of Association and who, being eligible, offers himself for re- election.

(Note: Mr Sam Chong Keen, if re-elected, will remain as a member of the

Nominating Committee and will be considered an Independent Director.)

4. To consider and, if thought fit, to pass the following resolutions under Section
153(6) of the Companies Act, Cap. 50:
(a) "That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Othman Wok be and is hereby re-elected as a Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company."

(Note: Mr Othman Wok, if re-elected, will remain as Chairman of the Audit Committee, Nominating Committee and Remuneration Committee and will be considered an independent Director.)

(b) "That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Ying Yoke Kwai be and is hereby re-elected as a Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company."

(Note: Mr Ying Yoke Kwai, if re-elected, will remain as a member of the Audit Committee, Nominating Committee and Remuneration Committee and will be considered an independent Director.)

5. To approve the payment of S$159,000/- as Directors' fees for the year ended 30
June 2012.
6. To re-appoint Messrs PricewaterhouseCoopers LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.

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7. General Mandate to Directors to Issue Shares and Convertible Securities
To consider and, if thought fit, to pass, with or without amendments, the following resolution as Ordinary Resolution:
"That pursuant to Section 161 of the Companies Act, Chapter 50 and Article 8(B) of the Company's Articles of Association, authority be and is hereby given to the Directors of the Company to:
(a) (i) issue shares in the capital of the Company (whether by way of rights, bonus or otherwise); or
(ii) 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; and
(b) (notwithstanding that the authority conferred by this Ordinary Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Ordinary Resolution is in force,
Provided That:
(1) the aggregate number of shares to be issued pursuant to such authority (including shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution) does not exceed 50% of the total number of issued shares excluding treasury shares in the capital of the Company for the time being (as determined 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 shareholders of the Company does not exceed 20% of the total number of issued shares excluding treasury shares in the capital of the Company for the time being (as determined in accordance with sub-paragraph (2) below);
(2) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares excluding treasury shares shall be based on the total number of issued shares excluding treasury shares in the capital of the Company at the time that this Ordinary Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of convertible securities;
(ii) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time that this Ordinary Resolution is passed; and
(iii) any subsequent bonus issue, consolidation or subdivision of shares;

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(3) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of the listing rules of the Singapore Exchange Securities Trading Limited ("SGX-ST") for the time being in force (unless such compliance is waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
(4) (unless previously revoked or varied by the Company in general meeting) the authority conferred by this Ordinary Resolution to issue shares shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which such Annual General Meeting is required by law to be held (whichever is the earlier)."
8. Renewal of the General Mandate for Interested Person Transactions
To consider and, if thought fit, to pass, with or without amendments, the following resolution as Ordinary Resolution:
"That for the purpose of Chapter 9 of the Listing Manual of the SGX-ST:
(a) approval be and is hereby given for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the categories of Interested Person Transactions as described in pages 21 to 22 of this Annual Report, with any party who is of the class or classes of Interested Persons described in page 21 of this Annual Report, provided that such transactions are made on normal commercial terms, are not prejudicial to the interests of the Company and its minority Shareholders, and are in accordance with the review procedures for Interested Person Transactions as described in pages 22 to 27 of this Annual Report (the "IPTMandate");
(b) the IPT Mandate shall, unless revoked or varied by the Company in a general meeting, continue to be in force until the conclusion of the next Annual General Meeting of the Company; and
(c) the Directors of the Company and each of them be and are hereby authorised to do all such acts and things (including executing all such documents as may be required) as they or he may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Ordinary Resolution."
9. To transact such other ordinary business as can be transacted at an Annual
General Meeting of the Company.

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`

Duly completed registrable transfers received by the Company's Share Registrar, B.A.C.S. Private Limited at 63 Cantonment Road Singapore 089758 up to 5:00 p.m. on 8
November 2012 will be registered before entitlements to the proposed dividend are determined. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares at 5:00 p.m. on 8 November 2012 will be entitled to the proposed dividend.
The proposed dividend, if approved by shareholders at the 42nd Annual General Meeting of the Company to be held on 31 October 2012, will be paid on 22 November 2012.
By Order of the Board
Tan Yen Hui
Company Secretary
Singapore, 12 October 2012

The effect of the resolutions under the heading "Special Business" in the Notice of
Annual General Meeting is as follows:
(a) The Ordinary Resolution proposed in item 7 above, if passed, will empower the Directors of the Company to issue shares and convertible securities in the Company up to and not exceeding in aggregate 50% of the total number of issued shares excluding treasury shares in the capital of the Company of which the issue of shares and convertible securities other than on a pro-rata basis shall not exceed
20% of the total number of issued shares excluding treasury shares in the capital of the Company, for such purposes as they consider would be in the interests of the Company. The percentage of total number of issued shares excluding treasury shares shall be based on the total number of issued shares excluding treasury shares in the capital of the Company at the time this resolution is passed, after adjusting for new shares arising from the conversion or exercise of convertible securities, or from exercising share options or vesting of share awards which are outstanding or subsisting at the time this resolution is passed, and any subsequent bonus issue, consolidation or subdivision of shares. This authority will, unless revoked or varied by the Company at a general meeting, expire at the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier.

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(b) The Ordinary Resolution proposed in item 8 above, if passed, will renew the IPT Mandate and allow the Company, its subsidiaries and associated companies or any of them to enter into certain Interested Person Transactions as described in pages 21 to 22 of this Annual Report, and will empower the Directors to do all acts necessary to give effect to the IPT Mandate. This authority will, unless revoked or varied by the Company at a general meeting, expire at the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is the earlier.

A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend at the same meeting. Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy. A proxy need not be a member of the Company.

The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 10 Arumugam Road #10-00 Lion Building A Singapore 409957 not less than 48 hours before the time appointed for holding the meeting.

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