First Resources : Minutes of The Annual General Meeting and Extraordinary General Meeting held on 1 June 2020

FIRST RESOURCES LIMITED

(Incorporated in Singapore)

(Company Registration No. 200415931M)

MINUTES OF THE ANNUAL GENERAL MEETI1G AND EXTRAORDINARY GENERAL MEETING HELD ON 1 JUNE 2020

First Resources Limited (the "Company") wishes to inform shareholders that in accordance with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 and the Additional Guidance on the Conduct of General Meetings During Elevated Safe Distancing Period jointly published by the Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation on 13 April 2020, minutes of the Annual General Meeting ("AGM") and Extraordinary General Meeting ("EGM") of the Company which were convened and held by way of electronic means on Monday, 1 June 2020 at 2.30 p.m. and 3.05 p.m. respectively, have been recorded and are attached hereto as Annex A and B respectively.

The Company had on 27 May 2020 released on SGXNET its responses to all substantial and relevant questions received from shareholders relating to the agenda of the AGM and EGM.

BY ORDER OF THE BOARD

FIRST RESOURCES LIMITED

Tan Lay Hong

Company Secretary 24 June 2020

Annex AFIRST RESOURCES LIMITED (Incorporated in Singapore)

(Company Registration No. 200415931M)

MINUTES OF ANNUAL GENERAL MEETING HELD BY WAY OF ELECTRONIC MEANSDATE

• : Monday, 1 June 2020

  TIME

• : 2.30 p.m.

  PRESENT

• : The following Directors were present at the webcast studio:Mr Lim Ming SeongMr Ciliandra FangionoChairman, Independent Director and Chairman of Nominating Committee and member of the Remuneration Committee Chief Executive Officer, Executive Director and member of the Nominating Committee

  The following Directors were present remotely:Mr Fang Zhixiang

  Mr Teng Cheong KweeMr Ong Beng Kee

  Mr Chang See Hiang

  Ms Wong Su Yen

  Mr Peter Ho Kok Wai

  Mr Tan Seow KhengDeputy Chief Executive Officer and Executive Director

  Independent Director and Chairman of Audit Committee and member of the Remuneration Committee

  Independent Director and member of the Audit Committee

  Independent Director and member of the Audit and Nominating Committees Independent Director and Chairman of Remuneration Committee

  Independent Director and member of the Audit Committee

  Non-Executive, Non-Independent Director and member of the Audit Committee

  SHAREHOLDERS PRESENT VIA ELECTRONIC MEANS

• : As set out in the Audio-visual Webcast and Audio-feed Attendee Report.

  CHAIRMAN

• : Mr Lim Ming Seong

QUORUM

As a quorum was present, the Chairman declared the meeting open at 2.30 p.m.

INTRODUCTION

The Chairman informed that in convening the Annual General Meeting ("AGM" or the "Meeting") via both (i) a "live" audio-visual webcast; and (ii) a "live" audio-only feed, the Company has adhered to the various advisories and guidance issued by the authorities on holding meetings amid the current COVID-19 outbreak.

Thereafter, the Chairman introduced the Board of Directors who attended either in person or by electronic means and requested Mr Ciliandra Fangiono, Chief Executive Officer ("CEO") to deliver a short presentation on the Group's FY2019 performance. Copies of the presentation slides, which were posted on the SGXNet and the Company's website, are annexed to these minutes as Appendix "A". After the presentation, the CEO handed over the proceedings to the Chairman.

NOTICE

The Notice convening the Meeting was taken as read.

The Chairman informed that in accordance with SGX's guidance issued on 13 April 2020 on the conduct of general meetings during the circuit breaker, all votes on the resolutions tabled at the Meeting would be voted by proxy and only the Chairman of the Meeting might be appointed by proxy. All resolutions tabled at the Meeting would be voted by poll and counted based on the proxy forms that were submitted to the Company at least 72 hours before the Meeting, either by post or via email.

An announcement had been made by the Company on 4 May 2020 via SGXNet and the Company's website informing shareholders to submit their proxy forms by 2.30 p.m. on 29 May 2020 to appoint the Chairman of the Meeting to cast votes on their behalf.

The Chairman further informed that in his capacity as Chairman of the Meeting, he has been appointed by numerous shareholders as proxy and would be voting with their instructions. Boardroom Corporate & Advisory Services Pte. Ltd. and Reliance 3P Advisory Pte Ltd have been appointed as the polling agent and scrutineer for the poll respectively. The validity of the proxies submitted by the shareholders by the submission deadline of 2.30 p.m. on 29 May 2020 have been reviewed and the votes of all such valid proxies have been counted and verified.

Q&A SESSION

As indicated in the Company's announcement on 4 May 2020, shareholders would not be able to ask questions during the live webcast and audio-stream of the Meeting. The Company had detailed the steps for shareholders to submit their questions by 20 May 2020 via the pre-registration website, by post or by email in relation to the agenda of the Meeting.

The Company has endeavoured to answer all substantial and relevant questions that were received by 20 May 2020 and the answers to these questions have been (i) published on SGXNet and the Company's website on 27 May 2020; and (ii) attached to these minutes as Appendix "B".

ORDINARY BUSINESS:

• 1. DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS - RESOLUTION 1

  Ordinary Resolution 1 was duly proposed by Chairman:

  "That the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2019, together with the Auditor's Report, be received and adopted."

  The result of Ordinary Resolution 1 tabled at the Meeting, taken on a poll, was as follows:

  Total number of shares represented by votes for and against the relevant resolution	FOR		AGAINST
  	Number of shares	As a percentage of total number of votes for and against the resolution (%)	Number of shares	As a percentage of total number of votes for and against the resolution (%)
  1,305,444,722	1,305,444,722	100.00		0	0.00

  Accordingly, Ordinary Resolution 1 tabled at the Meeting was carried.

• 2. FINAL DIVIDEND - RESOLUTION 2

  The Directors had recommended the payment of a final dividend of 1.725 Singapore cents per share (one-tier, tax exempt) for the year ended 31 December 2019. The final dividend, if approved, would be paid on 18 June 2020.

  Ordinary Resolution 2 was duly proposed by Chairman:

  "That the payment of a final dividend of 1.725 Singapore cents per share (one-tier, tax exempt) for the year ended 31 December 2019 be approved."

  The result of Ordinary Resolution 2 tabled at the Meeting, taken on a poll, was as follows:

  Total number of shares represented by votes for and against the relevant resolution	FOR		AGAINST
  	Number of shares	As a percentage of total number of votes for and against the resolution (%)	Number of shares	As a percentage of total number of votes for and against the resolution (%)
  1,305,786,322	1,305,786,322	100.00		0	0.00

  Accordingly, Ordinary Resolution 2 tabled at the Meeting was carried.

• 3. RE-ELECTION OF MR LIM MING SEONG - RESOLUTION 3

  Mr Lim Ming Seong who was retiring pursuant to Regulation 103 of the Company's Constitution had consented to continue in office. The chair was handed over to the CEO, Mr Ciliandra Fangiono, to conduct the re-election of Mr Lim Ming Seong.

  Ordinary Resolution 3 set out below was duly proposed by Mr Ciliandra Fangiono:

  "That Mr Lim Ming Seong be re-elected as a Director of the Company."

  The result of Ordinary Resolution 3 tabled at the Meeting, taken on a poll, was as follows:

  Total number of shares represented by votes for and against the relevant resolution	FOR		AGAINST
  	Number of shares	As a percentage of total number of votes for and against the resolution (%)	Number of shares	As a percentage of total number of votes for and against the resolution (%)
  1,305,816,322	1,304,927,459	99.93		888,863	0.07

  Accordingly, Ordinary Resolution 3 tabled at the Meeting was carried.

  At this juncture, the chair was handed back to Mr Lim Ming Seong to continue with the conduct of the remaining business of the Meeting.

• 4. RE-ELECTION OF MR FANG ZHIXIANG - RESOLUTION 4

  Mr Fang Zhixiang who was retiring pursuant to Regulation 103 of the Company's Constitution had consented to continue in office.

  Ordinary Resolution 4 set out as follows was duly proposed by Chairman:

  "That Mr Fang Zhixiang be re-elected as a Director of the Company."

  The result of Ordinary Resolution 4 tabled at the Meeting, taken on a poll, was as follows:

  Total number of shares represented by votes for and against the relevant resolution	FOR		AGAINST
  	Number of shares	As a percentage of total number of votes for and against the resolution (%)	Number of shares	As a percentage of total number of votes for and against the resolution (%)
  1,305,866,322	1,305,839,922	100.00		26,400	0.00*

  * Less than 0.005%