Bukit Sembawang Estates : Minutes of Annual General Meeting held on 28 July 2023

BUKIT SEMBAWANG ESTATES LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 196700177M

(the "Company")

57TH ANNUAL GENERAL MEETING

MINUTES OF THE 57TH ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD AT THE GRAND BALLROOM, GRAND COPTHORNE WATERFRONT HOTEL, 392 HAVELOCK ROAD, SINGAPORE 169663 ON FRIDAY, 28 JULY 2023 AT 10.30 A.M.

PRESENT:
Mr Koh Poh Tiong	: Chairman and Independent Director
Mr Lee Chien Shih	:	Non-Executive Director
Ms Fam Lee San	:	Non-Executive Director
Mr Chng Kiong Huat	:	Chief Executive Officer
Ms Jacqueline Chang	:	Financial Controller
Ms Lim Mei Hua Lotus Isabella	:	Company Secretary
ABSENT WITH APOLOGIES
Mr Ong Sim Ho	:	Independent Director

MEMBERS

As per attendance record maintained by the Company.

IN ATTENDANCE

As per attendance record maintained by the Company.

CHAIRMAN

Mr Koh Poh Tiong took the Chair. On behalf of the Board, the Chairman extended a warm welcome to members who attended the meeting.

The Chairman advised the meeting that Mr Ong Sim Ho extended his apologies for not being able to be present in person at the meeting, as he was overseas attending to a sudden family medical emergency.

There being a quorum present, the Chairman called the meeting to order, and proceeded with the formal business of the AGM.

NOTICE OF MEETING

The Notice of the meeting, having been published on SGXNET and the Company's website on 6 July 2023, was taken as read.

VOTING BY WAY OF A POLL

The Chairman advised all members present that pursuant to the requirements of the Listing Rules of the Singapore Exchange Trading Securities Limited, all resolutions for this meeting would be put to the vote, by way of a poll.

The Chairman further advised that, with that in view, TS Tay Public Accounting Corporation had been appointed Scrutineers, for the conduct of the poll.

The meeting was advised that there were shareholders who had appointed the Chairman of the meeting as their proxy to vote on their behalf, and that he would be voting in accordance with their instructions.

Bukit Sembawang Estates Limited

Minutes of the 57th Annual General Meeting held on 28 July 2023

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PRESENTATION BY CHIEF EXECUTIVE OFFICER

The Chairman invited the Chief Executive Officer, Mr Chng Kiong Huat, to present the business updates of the Group. Mr Chng delivered the presentation using slides (as annexed and marked as Appendix 1) which covered "Financial Overview", "Project Portfolio", "Current Projects", "Upcoming Projects", "Serviced Apartments" and "Business Strategy".

QUESTIONS FROM MEMBERS

The Chairman advised that the Company had not received any questions from shareholders of the Company, prior to the meeting. Only one query had been received from the Singapore Stock Exchange Ltd and the Company's response had been broadcasted over SGXNET on 17 July 2023 (as annexed and marked as Appendix 2).

The Chairman then invited questions from the floor.

(Annex A to these minutes, sets out details of the Company's response to substantial and relevant questions from shareholders during the meeting.)

ORDINARY RESOLUTIONS

All the motions, as set out in the Notice dated 6 July 2023, convening the Annual General Meeting were duly proposed by the Chairman.

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS

The Chairman put the following motion to the meeting:

"That the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2023 and the Auditor's Report thereon be hereby adopted."

The Chairman announced the results as follows and declared Resolution 1 carried:

Total number of valid

votes cast

For		Against
Number of shares	(%)	Number of shares	(%)

126,130,137

125,998,837

99.90

131,300

0.10

Bukit Sembawang Estates Limited

Minutes of the 57th Annual General Meeting held on 28 July 2023

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2. FINAL DIVIDEND AND SPECIAL DIVIDEND

The Chairman put the following motion to the meeting:

"That a final dividend of 4 cents per share and a special dividend of 6 cents per share be declared for the financial year ended 31 March 2023."

The Chairman announced the results as follows and declared Resolution 2 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
126,164,767		126,062,766		99.92		102,001		0.08

3. RE-ELECTION OF DIRECTOR - LEE CHIEN SHIH

The Chairman put the following motion to the meeting:

"That Mr Lee Chien Shih, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

The Chairman announced the results as follows and declared Resolution 3 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
126,199,847		126,046,447		99.88		153,400		0.12

4. RE-ELECTION OF DIRECTOR - FAM LEE SAN

The Chairman put the following motion to the meeting:

"That Ms Fam Lee San, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

The Chairman announced the results as follows and declared Resolution 4 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
126,180,647		125,928,747		99.80		251,900		0.20

Bukit Sembawang Estates Limited

Minutes of the 57th Annual General Meeting held on 28 July 2023

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5. DIRECTORS' FEES

The Chairman put the following motion to the meeting:

"That a sum of $391,500 be approved for payment as Directors' fees for the financial year ended 31 March 2023."

The Chairman announced the results as follows and declared Resolution 5 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
126,152,647		125,802,547		99.72		350,100		0.28

6. RE-APPOINTMENT OF AUDITOR

The Chairman addressed item 6 on the Agenda which was to re-appoint Deloitte & Touche LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

There being no other nomination, the Chairman recommended that Deloitte & Touche LLP, be reappointed as Auditor of the Company at a remuneration to be fixed by the Directors. The Chairman put the following motion to the meeting:

"That Deloitte & Touche LLP be re-appointed as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration."

The Chairman announced the results as follows and declared Resolution 6 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
126,139,647		125,798,047		99.73		341,600		0.27

Bukit Sembawang Estates Limited

Minutes of the 57th Annual General Meeting held on 28 July 2023

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SPECIAL BUSINESS

ORDINARY RESOLUTION

7. GENERAL AUTHORITY TO ALLOT AND ISSUE SHARES

The Chairman advised that the Special Business of the Agenda was to consider the motion as set out in the notice convening the meeting to grant authority to the Directors to allot and issue shares in the capital of the Company pursuant to the provisions of Section 161 of the Companies Act 1967 and the listing rules of the Singapore Exchange Securities Trading Limited. The Chairman put the motion set out under "General authority to allot and issue new shares in the capital of the Company" in the Notice of AGM dated 6 July 2023 to the meeting.

The Chairman announced the results as follows and declared Resolution 7 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
126,187,647		119,083,848		94.37		7,103,799		5.63

It was RESOLVED

That pursuant to Section 161 of the Companies Act 1967 of Singapore and the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:

1. (i) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or
2. 1. 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 or exchangeable 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

1. (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:

1. 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, in the capital of the Company (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 shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 10% of the total number of issued shares, excluding treasury shares, in the capital of the Company (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 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 of the passing of this Resolution, after adjusting for: