Delfi : Minutes Of Annual General Meeting Held On 27 April 2021

DELFI LIMITED

Company Registration No. 198403096C

(Incorporated in the Republic of Singapore)

(the "Company")

MINUTES OF ANNUAL GENERAL MEETING

MINUTES OF ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD ON TUESDAY, THE 27TH DAY OF APRIL 2021 AT 10.00 A.M., IN SINGAPORE VIA ELECTRONIC MEANS

PRESENT	:	As set out in the attendance records maintained by the Company
CHAIRMAN OF
THE MEETING	:	Mr Pedro Mata-Bruckmann

1. INTRODUCTION
   The Company Secretary informed the Shareholders that the AGM was conducted via a live webcast and the votes previously submitted via electronic means have been tabulated.
   The Chairman welcomed all Shareholders to the AGM and proceeded to introduce each of the Directors, all of whom were present, except Mr Davinder Singh who had sent his apologies for not being able to attend this meeting. The attendance by the Company's executives and auditors at the AGM was also noted.
   The Chairman also informed Shareholders that all questions submitted by 10:00 a.m. on 20 April 2021 had been answered and published on both the Company's website and on SGXNet on 23 April 2021. The summary of questions and answers is annexed hereto and marked as Appendix 1.
   John Chuang, Group Chief Executive Officer of the Company, gave a briefing on the state of affairs for the Company.
   Richard Chung, Group Chief Financial Officer of the Company, gave a presentation on the Group's financial performance for the financial year ended 31 December 2020, prior to the commencement of the AGM.
2. QUORUM
   After confirming with the Secretary that a quorum was present, the Chairman called the meeting ("Meeting") to order, and proceeded with the formal business of the AGM.
3. RESOLUTIONS BY POLL
   In line with the Listing Rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment No. 2) Order 2020 by the Ministry of Law, Singapore, and the various Guidance on the Conduct of General Meetings during Elevated Safe Distancing Period by the SGX-ST, all resolutions at the Meeting were voted by way of poll and all the resolutions were deemed to have been duly proposed and seconded.
   The Chairman informed the Meeting that Boardroom Corporate & Advisory Services Pte Ltd had been appointed polling agent and Ardent Business Advisory Pte Ltd appointed scrutineers for the

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Company Registration No.: 198403096C
Minutes of Annual General Meeting held on 27 April 2021

voting and had tabulated all submitted votes.

4. NOTICE

There being no objection from the Shareholders, the notice of AGM dated 12 April 2021 ("Notice" or "Agenda") was taken as read.

ORDINARY BUSINESSES
5.	DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS - RESOLUTION
	1
	The Chairman informed the Meeting that the first item on the Agenda was to put the following
	motion to the vote:
	"RESOLVED that the Directors' Statement and Audited Financial Statements for the
	financial year ended 31 December 2020, together with the Auditors' Report thereon, be
	received and adopted."
	The Chairman announced the results as follows and declared Resolution 1 carried:
			Number of Shares	Percentage (%)
		For the Resolution	482,522,029	100.00
		Against the Resolution	4,000	0.00
		Total number of valid votes cast	482,526,029	100.00
6.	FINAL DIVIDEND - RESOLUTION 2
	The Chairman informed the Meeting that Resolution 2 on the Agenda was to put the following
	motion to the vote:
	"RESOLVED that the Declaration of a Final Dividend of 1.43 Singapore Cents per
	ordinary share for the financial year ended 31 December 2020, be approved."
	The Chairman announced the results as follows and declared Resolution 2 carried:
			Number of Shares	Percentage (%)
		For the Resolution	482,522,029	100.00
		Against the Resolution	4,000	0.00
		Total number of valid votes cast	482,526,029	100.00

7. RE-ELECTIONOF MR CHUANG TIONG CHOON AS A DIRECTOR - RESOLUTION 3

The Chairman informed the Meeting that Mr Chuang Tiong Choon ("John") was due for retirement under Regulation 104 of the Constitution of the Company and he had consented to continue in office. John would, upon re-election as an Executive Director, remain as Group Chief Executive Officer and Managing Director, Chairman of Executive Committee and a member of the Nominating Committee ("NC"), Risk Management Committee ("RMC") and Market Sustainability and Strategy Committee ("MSSC").

The Chairman informed the Meeting that Resolution 3 on the Agenda was to put the following motion to the vote:

"RESOLVED that Mr Chuang Tiong Choon be re-elected as a Director of the Company."

Delfi Limited	Page 3 of 17
Company Registration No.: 198403096C
Minutes of Annual General Meeting held on 27 April 2021

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

	Number of Shares	Percentage (%)
For the Resolution	478,978,911	99.26
Against the Resolution	3,547,118	0.74
Total number of valid votes cast	482,526,029	100.00

8.	RE-ELECTION OF MR DAVINDER SINGH S/O AMAR	SINGH AS A DIRECTOR -
	RESOLUTION 4
	The Chairman informed the Meeting that Mr Davinder Singh S/O Amar Singh ("Davinder") was
	due for retirement under Regulation 104 of the Constitution of the Company and he had
	consented to continue in office. Davinder would, upon re-election as a Non-Executive and Non-
	Independent Director, remain as a member of the NC and Remuneration Committee ("RC").
	The Chairman informed the Meeting that Resolution 4 on the Agenda was to put the following
	motion to the vote:
	"RESOLVED that Mr Davinder Singh S/O Amar Singh be re-elected as a Director of the
	Company."
	The Chairman announced the results as follows and declared Resolution 4 carried:
			Number of Shares		Percentage (%)
		For the Resolution	465,096,811		96.39
		Against the Resolution	17,429,218		3.61
		Total number of valid votes cast	482,526,029		100.00
9.	RE-ELECTION OF MR PEDRO MATA-BRUCKMANN AS A DIRECTOR - RESOLUTION 5
	In view that Resolution 5 to Resolution 7 were pertaining to the Chairman's own re-election as
	a Director and 2-Tier votes pursuant to Rule 210(5)(d)(iii) of the Listing Manual of SGX-ST,
	John was elected to take over the conduct of these 3 resolutions.
	John informed the Meeting that Mr Pedro Mata-Bruckmann ("Pedro") was due for retirement
	under Regulation 104 of the Constitution of the Company and he had consented to continue in
	office. Pedro would, upon re-election as an Independent Director, remain as Chairman of the
	Board and NC and a member of the Audit Committee ("AC"), RC, RMC and MSSC. Pedro
	would be considered independent for the purpose of Rule 704(8) of the Listing Manual of SGX-
	ST.
	John informed the Meeting that Resolution 5 on the Agenda was to put the following motion to
	the vote:
	"RESOLVED that Mr Pedro Mata-Bruckmann be re-elected as a Director of the
	Company."
	John announced the results as follows and declared Resolution 5 carried:
			Number of Shares		Percentage (%)
		For the Resolution	428,152,386		88.73
		Against the Resolution	54,373,443		11.27
		Total number of valid votes cast	482,525,829		100.00

Delfi Limited	Page 4 of 17
Company Registration No.: 198403096C
Minutes of Annual General Meeting held on 27 April 2021

10.	APPROVAL OF MR PEDRO MATA-BRUCKMANN'S CONTINUED APPOINTMENT AS AN
	INDEPENDENT DIRECTOR BY SHAREHOLDERS - RESOLUTION 6
	John informed the Meeting that Resolution 6 on the Agenda was to put the following motion to
	the vote:
	"RESOLVED that Mr Pedro Mata-Bruckmann's continued appointment as an
	independent director by shareholders, be approved."
	John announced the results as follows and declared Resolution 6 carried:
			Number of Shares	Percentage (%)
		For the Resolution	446,044,968	92.44
		Against the Resolution	36,481,061	7.56
		Total number of valid votes cast	482,526,029	100.00
11.	APPROVAL OF MR PEDRO MATA-BRUCKMANN'S CONTINUED APPOINTMENT AS AN
	INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE
	CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES) - RESOLUTION 7
	John informed the Meeting that Resolution 7 on the Agenda was to put the following motion to
	the vote:
	"RESOLVED that Mr Pedro Mata-Bruckmann's continued appointment as an
	independent director by shareholders, excluding the Directors, the Chief Executive
	Officer and their Associates, be approved."
	John announced the results as follows and declared Resolution 7 carried:
			Number of Shares	Percentage (%)
		For the Resolution	136,740,568	85.13
		Against the Resolution	23,881,061	14.87
		Total number of valid votes cast	160,621,629	100.00

At this juncture, John returned the chairmanship of the Meeting to the Chairman.

12. APPROVAL OF MR ANTHONY MICHAEL DEAN'S CONTINUED APPOINTMENT AS AN

INDEPENDENT DIRECTOR BY SHAREHOLDERS - RESOLUTION 8

The Chairman informed the Meeting that Resolution 8 on the Agenda was to put the following motion to the vote:

"RESOLVED that Mr Anthony Michael Dean's continued appointment as an independent director by shareholders, be approved."

The Chairman announced the results as follows and declared Resolution 8 carried:

	Number of Shares	Percentage (%)
For the Resolution	466,780,311	96.74
Against the Resolution	15,745,718	3.26
Total number of valid votes cast	482,526,029	100.00

Delfi Limited	Page 5 of 17
Company Registration No.: 198403096C
Minutes of Annual General Meeting held on 27 April 2021

13.	APPROVAL OF MR ANTHONY MICHAEL DEAN'S CONTINUED APPOINTMENT AS AN
	INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE
	CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES) - RESOLUTION 9
	The Chairman informed the Meeting that Resolution 9 on the Agenda was to put the following
	motion to the vote:
	"RESOLVED that Mr Anthony Michael Dean's continued appointment as an independent
	director by shareholders, excluding the Directors, the Chief Executive Officer and their
	Associates, be approved."
	The Chairman announced the results as follows and declared Resolution 9 carried:
			Number of Shares	Percentage (%)
		For the Resolution	157,475,911	90.91
		Against the Resolution	15,745,718	9.09
		Total number of valid votes cast	173,221,629	100.00
14.	APPROVAL OF MR KOH POH TIONG'S CONTINUED APPOINTMENT AS AN
	INDEPENDENT DIRECTOR BY SHAREHOLDERS - RESOLUTION 10
	The Chairman informed the Meeting that Resolution 10 on the Agenda was to put the following
	motion to the vote:
	"RESOLVED that Mr Koh Poh Tiong's continued appointment as an independent director
	by shareholders, be approved."
	The Chairman announced the results as follows and declared Resolution 10 carried:
			Number of Shares	Percentage (%)
		For the Resolution	466,780,311	96.74
		Against the Resolution	15,745,718	3.26
		Total number of valid votes cast	482,526,029	100.00

15. APPROVAL OF MR KOH POH TIONG'S CONTINUED APPOINTMENT AS AN

INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES) - RESOLUTION 11

The Chairman informed the Meeting that Resolution 11 on the Agenda was to put the following motion to the vote:

"RESOLVED that Mr Koh Poh Tiong's continued appointment as an independent director by shareholders, excluding the Directors, the Chief Executive Officer and their Associates, be approved."

The Chairman announced the results as follows and declared Resolution 11 carried:

	Number of Shares	Percentage (%)
For the Resolution	157,475,911	90.91
Against the Resolution	15,745,718	9.09
Total number of valid votes cast	173,221,629	100.00