CSC : Minutes of 23rd Annual General Meeting Held on 27 August 2020

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14-Sep-20, 6:06 PM

MINUTES OF THE TWENTY-THIRD ANNUAL GENERAL MEETING ("AGM")

PLACE	:	via electronic means
DATE	:	Thursday, 27 August 2020
TIME	:	10.00 a.m.
PRESENT	: Dr Leong Horn Kee-IndependentNon-Executive Chairman
		See Yen Tarn-Executive Director & Group Chief Executive Officer
		Ong Tiew Siam-Independent Director
		Tan Hup Foi @ Tan Hup Hoi-Independent Director
		Teo Beng Teck-Non-Executive Director
IN ATTENDANCE	: As per attendance list maintained by the Company
CHAIRMAN	: Dr Leong Horn Kee

CHAIRMAN

Dr Leong Horn Kee, the Chairman of the Meeting, welcomed all to CSC Holdings Limited's 23rd Annual General Meeting ("AGM").

Shareholders were informed that the AGM was conducted by electronic means via live webcast due to COVID-19 restriction and the safe-distancing measures.

INTRODUCTION

The Chairman of the Meeting introduced the Directors present.

QUORUM

As a quorum was present, the Chairman of the Meeting declared the meeting open at 10.00 a.m.

NOTICE

The Notice convening the meeting was taken as read.

CSC HOLDINGS LIMITED	Page 2 of 9
Company Registration Number: 199707845E
Minutes of 23rd Annual General Meeting held on 27 August 2020

Shareholders were informed that as AGM was conducted via live webcast and the Chairman of the Meeting has been appointed as proxy by shareholders to vote in accordance with their instruction, and therefore, there is no requirement for a seconder. With effect from 1 August 2015, all voting at general meetings of listed companies must be done by way of a poll.

The shareholders were informed that Ardent Business Advisory Pte. Ltd. has been appointed as Scrutineers. Ardent Business Advisory Pte. Ltd. has independently checked and verified the validity of the proxy forms and votes received before the meeting.

It was noted that the Company has invited shareholders for questions prior to the Meeting and the Company did not receive any question from the shareholders.

ORDINARY BUSINESS:

1. DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2020 - RESOLUTION 1
   The meeting proceeded to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the year ended 31 March 2020, together with the Auditors' Report thereon.
   The Chairman of the Meeting proposed the motion and proceeded to the next resolution.
2. RE-ELECTIONOF DR LEONG HORN KEE AS A DIRECTOR - RESOLUTION 2
   Dr Leong Horn Kee informed the shareholders that as Resolution 2 dealt with his re-election as a Director of the Company. Mr See Yen Tarn, Chief Executive Officer of the Company, took over the Chairmanship for this motion.
   Shareholders were informed that Resolution 2 dealt with the re-election of Dr Leong Horn Kee as a Director of the Company pursuant to Regulation 104 of the Company's Constitution. Dr Leong Horn Kee has consented to continue in office.
   It was noted that Dr Leong Horn Kee will, upon re-election as a Non-Executive Director of the Company, remain as the Chairman of the Board, member of the Audit Committee, Remuneration Committee and Nomination Committee, and will be considered independent.
   Mr See proposed the motion and handed the conduct of the meeting back to Dr Leong Horn Kee.
   Dr Leong Horn Kee resumed the Chairmanship to deal with the remaining resolutions.

CSC HOLDINGS LIMITED	Page 3 of 9
Company Registration Number: 199707845E
Minutes of 23rd Annual General Meeting held on 27 August 2020

3. RE-ELECTION OF MR TAN HUP FOI @ TAN HUP HOI AS A DIRECTOR - RESOLUTION 3

Shareholders were informed that Resolution 3 dealt with the re-election of Mr Tan Hup Foi

• Tan Hup Hoi as a Director of the Company pursuant to Regulation 104 of the Company's Constitution. Mr Tan Hup Foi @ Tan Hup Hoi has consented to continue in office.

The Chairman of the Meeting proposed the motion and proceeded to the next resolution.

Resolutions 4 to 5 are to seek approval from the shareholders via a Two-Tier Voting process for Mr Tan Hup Foi @ Tan Hup Hoi, to continue in office as an Independent Non-Executive Director of the Company for a three-year term, effective from the passing of these resolutions at this AGM, until the conclusion of the third annual general meeting of the Company, following the passing of these resolutions.

Shareholders were informed that in compliance with Rule 210(5)(d)(iii)(B) of the SGX Listing Manual, which will take effect from 1 January 2022, the Directors of the Company, and their respective associates has abstained from voting on Resolution 5.

1. CONTINUED APPOINTMENT OF MR TAN HUP FOI @ TAN HUP HOI AS AN INDEPENDENT DIRECTOR UNDER RULE 210(5)(d)(III)(A) OF THE LISTING MANUAL- RESOLUTION 4
   Shareholders were informed that Resolution 4 dealt with the continued appointment of Mr Tan Hup Foi @ Tan Hup Hoi as an independent director, for purposes of Rule 210(5)(d)(iii)(A) of the Listing Manual.
   The Chairman of the Meeting proposed the motion and proceeded to the next resolution.
2. CONTINUED APPOINTMENT OF MR TAN HUP FOI @ TAN HUP HOI AS AN INDEPENDENT DIRECTOR UNDER RULE 210(5)(d)(III)(B) OF THE LISTING MANUAL- RESOLUTION 5
   Shareholders were informed that Resolution 5 dealt with the continued appointment of Mr Tan Hup Foi @ Tan Hup Hoi as an independent director, for purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual.
   It was noted that Mr Tan Hup Foi @ Tan Hup Hoi will, upon re-election as an Independent Director of the Company remain as the Chairman of the Nominating Committee, Chairman of the Remuneration Committee and member of the Audit Committee and will be considered independent.
   The Chairman of the Meeting proposed the motion and proceeded to the next resolution.