Sembcorp Industries : Annual General Meeting - Minutes

SEMBCORP INDUSTRIES LTD

MINUTES OF THE TWENTY-SECOND ANNUAL GENERAL MEETING

HELD ON THURSDAY, 21 MAY 2020 AT 10.00 A.M.

BY WAY OF ELECTRONIC MEANS

Board of Directors

Present In Person: Mr Ang Kong Hua (Chairman)

Mr Neil McGregor (Grp President & CEO)

Present remotely: Mrs Margaret Lui

Tan Sri Mohd Hassan Marican Mr Tham Kui Seng

Dr Teh Kok Peng

• Mr Ajaib Haridass

• Mr Nicky Tan Ng Kuang

• Mr Yap Chee Keong

• Mr Jonathan Asherson

Dr Josephine Kwa Lay Keng Mr Nagi Hamiyeh

In Attendance / By Invitation

Present In person:Mr Graham Cockroft (Grp CFO)

Present remotely:

Designated CEO: Mr Wong Kim Yin

Key Executives: Ms Looi Lee Hwa (General Counsel)

• Mr Tan Cheng Guan (Head, Renewables and Env. Biz.)

• Mr Ng Meng Poh (Head, ME, SA, Americas & BGD)

• Mr Matthew Friedman (Chief Digital Officer)

• Mr Kenneth Lui (Chief Risk Officer)

• Mr Sriram Narayanan (Head, Gas and Power)

• Mr Nomi Ahmad (Head, UK)

• Mr Kelvin Teo (CEO, Urban Development)

Ms Wendy Foong (Chief HRO)

Mr Sunil Kumar (Head, GIA)

Company Secretary: Ms Kwong Sook May

Auditors:

Mr Ong Pang Thye, Managing Partner, KPMG LLP Mr Alex Koh, Partner, KPMG LLP

Ms Cheryl Koh, Manager, KPMG LLP

Legal Advisor:

Ms Christina Ong, Senior Partner, Allen & Gledhill LLP Ms Yap Lune Teng, Partner, Allen & Gledhill LLP

Ms Michelle Lim, Snr Associate, Allen & Gledhill LLP

Scrutineer:

Mr Andrew Tay, Partner, T S Tay Public Accounting Corporation Mr Dennis Ong, Partner, T S Tay Public Accounting Corporation

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Sembcorp Industries Ltd

Minutes of 22nd AGM held on 21 May 2020

PARTICIPATION BY SHAREHOLDERS/ POLL VOTING PROCESS

The meeting noted that in line with the prescribed alternative arrangement under the Ministerial Order gazetted on April 13, 2020, arrangement had been made for shareholders to participate at the Annual General Meeting via electronic means.

Further, shareholders had appointed the Chairman of the Meeting as their proxy to vote on their behalf and the Chairman of the Meeting would be voting, or abstaining from voting, on behalf of such shareholders according to their specific instructions on each resolution.

Voting would be conducted by poll. The number of votes casted by shareholders had been verified by the scrutineers and the results for each resolution would be announced at the Meeting.

QUESTIONS AND ANSWERS

The meeting further noted that the answers to substantial and relevant questions submitted in advance by shareholders had been posted on the Company's website and on SGXNet earlier today.

PRESENTATION BY GROUP PRESIDENT & CEO

Mr Neil McGregor, Group President & CEO gave a presentation on the performance of the Group and key developments for FY2019, followed by Mr Graham Cockroft, Group CFO, who presented the COVID-19 impact and outlook for the Group's various businesses.

CHAIRMAN

After the presentations, Mr Ang Kong Hua, Chairman of the Board of Directors, called the Meeting to order at 10.25 a.m.

QUORUM / NOTICE OF MEETING

Chairman advised that there were sufficient members present to form a quorum. The Notice dated April 29, 2020 was taken as read.

ROUTINE BUSINESS

Resolution 1 - Directors' Statement and Audited Financial Statements

Chairman proposed the following ordinary resolution:-

"That the Directors' Statement and Audited Financial Statements for the year ended December 31, 2019 and the Auditors' Report thereon be and are hereby received and adopted."

The resolution was put to vote and it was carried by a majority.

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Sembcorp Industries Ltd

Minutes of 22nd AGM held on 21 May 2020

Resolution 2 - Approval of Final Dividend

Chairman proposed the following ordinary resolution:-

"That a final ordinary one-tier tax exempt dividend of 3 cents per share for the year ended December 31, 2019 be and is hereby declared payable on June 3, 2020 to holders of ordinary shares registered in the books of the Company as at 5.00 pm on May 27, 2020."

The resolution was put to vote and it was carried by a majority.

Retirement of Mr Neil McGregor and Mrs Margaret Lui

Chairman informed that Mr Neil McGregor and Mrs Margaret Lui had given notice that they would not be seeking re-election. Upon the conclusion of the meeting, both Mr McGregor and Mrs Lui would retire as Directors of the Company.

He commended Mr McGregor, who has been the Group President & CEO since 2017, for his leadership and dedicated efforts in spearheading the growth and development of the Group.

Chairman also thanked Mrs Lui for her invaluable contributions to the Company.

Resolution 3 - Re-election of Ang Kong Hua (Article 94)

Mr Neil McGregor took over the Chair to deal with this Resolution and proposed:-

"That Mr Ang Kong Hua, a director retiring under article 94 of the Company's Constitution, be and is hereby re-elected as a director of the Company."

The resolution was put to vote and it was carried by a majority.

Mr McGregor then handed the Chair back to Chairman.

Resolution 4 - Re-election of Mr Yap Chee Keong (Article 94)

Chairman proposed the following ordinary resolution:-

"That Mr Yap Chee Keong, a director retiring under article 94 of the Company's Constitution, be and is hereby re-elected as a director of the Company."

The resolution was put to vote and it was carried by a majority.

Resolution 5 - Re-election of Mr Nagi Hamiyeh (Article 100)

Chairman proposed the following ordinary resolution:-

"That Mr Nagi Hamiyeh, a director retiring under article 100 of the Company's Constitution, be and is hereby re-elected as a director of the Company."

The resolution was put to vote and it was carried by a majority.

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Sembcorp Industries Ltd

Minutes of 22nd AGM held on 21 May 2020

Resolution 6 - Approval of Directors' Fees for Year Ending December 31, 2020

Chairman proposed the following ordinary resolution:-

"That the Directors' Fees of up to S$2,500,000/- for the year ending December 31, 2020 be and is hereby approved."

The resolution was put to vote and it was carried by a majority.

All Non-executive Directors and their associates abstained from voting their shareholdings in respect of this ordinary resolution.

Resolution 7 - Re-appointment of Auditors

Chairman proposed the following ordinary resolution:-

"That Messrs KPMG LLP be re-appointed as Auditors of the Company to hold office until the next Annual General Meeting and that the Directors of the Company be authorised to fix their remuneration."

The resolution was put to vote and it was carried by the majority.

SPECIAL BUSINESS

Resolution 8 - Renewal of the Share Issue Mandate

Chairman proposed the following ordinary resolution:-

"That authority be and is hereby given to the directors to:

a. i. issue shares of the Company ("shares") whether by way of rights, bonus or otherwise; and / 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 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 100% of the total number of issued shares excluding treasury shares and subsidiary holdings (as calculated in accordance with paragraph (2) below), of which the aggregate number of shares

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Sembcorp Industries Ltd

Minutes of 22nd AGM held on 21 May 2020

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) shall not exceed 5% of the total number of issued shares excluding treasury shares and subsidiary holdings (as calculated in accordance with paragraph (2) below);

• (2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the "SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares excluding treasury shares and subsidiary holdings at the time this Resolution is passed, after adjusting for:

  • (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time this Resolution is passed; and

  • (ii) any subsequent bonus issue or consolidation or subdivision of shares; and, in paragraph (1) above and this paragraph (2), "subsidiary holdings" has the meaning given to it in the Listing Manual of the SGX-ST;

• (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and

• (4) unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier."

The resolution was put to vote and it was carried by a majority.

Resolution 9 - Renewal of the IPT Mandate

Chairman advised the Meeting that the Directors, CEO and their respective associates would abstain from voting their shareholdings in respect of the following Ordinary Resolution. The Meeting further noted that Temasek Holdings (Private) Limited and their respective associates, being Interested Persons would also abstain from voting their shareholdings, in respect of this Resolution.

Chairman proposed the following ordinary resolution:

"That:

a.

approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual ("Chapter 9") of the Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9), or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix to the Company's Letter to Shareholders dated April 29, 2020 (the

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