Genting Singapore : Notice of AGM

GENTING SINGAPORE LIMITED

(Registered in the Republic of Singapore) (Company Registration No. 201818581G)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirty-Seventh Annual General Meeting of Genting Singapore Limited (the "Company") will be convened and held at Resorts World Ballroom West, Resorts World Convention Centre, Basement 2, 8 Sentosa Gateway, Resorts World Sentosa, Singapore 098269 and by way of electronic means on Thursday, 21 April 2022 at 10.00 a.m. (Singapore time) for the purposes below.

This Notice has been made available on SGXNet and the Company's website at the URLhttp://www.gentingsingapore.com/#!/en/investors/annual-reports. Printed copies of this Notice will NOT be despatched to shareholders.

ROUTINE BUSINESS:

• 1. To receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2021 and the Auditor's Report thereon.

  (Resolution 1)

• 2. To declare a final one-tier tax exempt dividend of $0.01 per ordinary share for the financial

  (Resolution 2)

• year ended 31 December 2021.

• 3. To re-elect Tan Sri Lim Kok Thay, who is retiring by rotation pursuant to Regulation 112 of the Company's Constitution and who, being eligible, offers himself for re-election.

  (Resolution 3)

• 4. To re-elect Ms Chan Swee Liang Carolina, who is retiring by rotation pursuant to Regulation

  (Resolution 4)

  112 of the Company's Constitution and who, being eligible, offers herself for re-election.

• 5. To approve Directors' fees of up to $2,031,000 for the financial year ending 31 December

  (Resolution 5)

  2022 (FY2021: up to $1,981,000).

• 6. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Directors to fix their remuneration.

(Resolution 6)

SPECIAL BUSINESS:

To consider and, if thought fit, to pass, with or without modifications, the following resolutions as ordinary resolutions:

Proposed Renewal of the General Mandate for Interested Person Transactions

7.

THAT:

(Resolution 7)

(a)approval be and is hereby given, for the purposes of Chapter 9 of the Listing Rules ("Chapter 9") of the Singapore Exchange Securities Trading Limited ("SGX-ST"), for the Company, its subsidiaries and associated companies that are entities at risk (as the 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 Letter to Shareholders dated 30 March 2022 (the "Letter") with any party who is of the class of interested persons described in the Appendix to the Letter, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions;

• (b) the approval given in paragraph (a) above (the "IPT Mandate") shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next annual general meeting of the Company ("AGM") or the date by which the next AGM is required by law to be held, whichever is the earlier; and

• (c) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution.

Proposed Renewal of the Share Buy-Back Mandate

8.

THAT:

(Resolution 8)

• (a) for the purposes of Sections 76C and 76E of the Companies Act 1967 (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of the Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

  • (i) market purchase(s) (each a "Market Purchase") transacted on the SGX-ST; and/or

  • (ii) off-market purchase(s) (each an "Off-Market Purchase") (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

  and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy-Back Mandate");

• (b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors (subject to the requirements of the Companies Act) at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of:

  • (i) the date on which the next AGM is held or required by law to be held;

  • (ii) the date on which purchases and acquisitions of issued Shares pursuant to the Share Buy-Back Mandate are carried out to the full extent mandated; or

  (iii)the date on which the authority contained in the Share Buy-Back Mandate is varied or revoked;

• (c) in this Resolution:

  • (i) "Average Closing Price" means the average of the closing market prices of the Shares over the last five (5) market days, on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase or, as the case may be, the date on which the Company announces an Off-Market Purchase offer stating the purchase price and the relevant terms of the equal access scheme, and deemed to be adjusted for any corporate action that occurs during the relevant five-day period and the day on which the purchases are made;

  • (ii) "Maximum Limit" means 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings (as defined in the Listing Rules of the SGX-ST)) as at the date of passing of this Resolution;

(iii)

"Maximum Price" in relation to a Share to be purchased, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) not exceeding:

(aa) in the case of a Market Purchase: 105% of the Average Closing Price;

(bb) in the case of an Off-Market Purchase: 120% of the Average Closing Price; and

(d)the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated by this Resolution.

9. To transact any other business of which due notice shall have been given.

By Order of the Board

Liew Lan Hing Company Secretary 30 March 2022

Explanatory Notes:

• a. Ordinary Resolution 3 is to re-elect Tan Sri Lim Kok Thay who is retiring by rotation pursuant to Regulation 112 of the Constitution of the Company. Detailed information on Tan Sri Lim can be found under "Board of Directors" and "Corporate Governance" in the Annual Report 2021.

  Tan Sri Lim Kok Thay will, upon re-election as a director, continue to serve as Executive Chairman of the Company. Tan Sri Lim is considered a non-independent executive director.

• b. Ordinary Resolution 4 is to re-elect Ms Chan Swee Liang Carolina who is retiring by rotation pursuant to Regulation 112 of the Constitution of the Company. Detailed information on Ms Chan can be found under "Board of Directors" and "Corporate Governance" in the Annual Report 2021.

  Ms Chan Swee Liang Carolina will, upon re-election as a director, continue to serve as Lead Independent Director, Chairman of the Remuneration Committee and a member of the Audit and Risk Committee and the Nominating Committee. Ms Chan is considered an independent non-executive director.

• c. Ordinary Resolution 5, if passed, will facilitate the payment of Directors' fees during the financial year in which the fees are incurred, that is during the financial year ending 31 December 2022.

  The Directors' fees are computed based on the anticipated number of Directors, as well as Board and Board Committee meetings, for the financial year ending 31 December 2022, assuming full attendance by all the Directors. In the event that the amount proposed is insufficient, approval will be sought at the next AGM before payments are made to the Directors for the shortfall.

• d. Ordinary Resolution 7, if passed, will renew the mandate to allow the Company, its subsidiaries and associated companies that are entities at risk (as the term is used in Chapter 9 of the Listing Rules of the SGX-ST) or any of them to enter into certain interested person transactions with certain classes of interested persons as described in the Appendix to the Letter. Please refer to the Appendix to the Letter for more information.

• e. Ordinary Resolution 8, if passed, will entitle the Directors to effect the purchase or acquisition of Shares via market purchase(s) or off-market purchase(s), after taking into account the amount of surplus cash available, the prevailing market conditions and the most cost-effective and efficient approach. The Company may use internal or external sources of funds to finance the purchase or acquisition of its Shares. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the date of this Notice as these will depend on the number of Shares purchased or acquired, the price at which such Shares were purchased or acquired and whether the Shares purchased or acquired are held in treasury or cancelled.

  The financial effects of the purchase or acquisition of such Shares by the Company pursuant to the proposed Share Buy-Back Mandate on the audited financial statements of the Company and the Company and its subsidiaries for the financial year ended 31 December 2021, based on certain assumptions, are set out in paragraph 3.6 of the Letter. Please refer to the Letter for more details.

IMPORTANT INFORMATION

• 1. The AGM is being convened, and will be held physically pursuant to the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 ("Physical Meeting") with strict adherence to safe management measures and by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 ("Virtual Meeting").

• 2. Pre-registration for AGM

  To minimise physical interactions and COVID-19 transmission risk, the Company may restrict the number of attendees at the Physical Meeting and the Directors shall determine such number of shareholders attending the Physical Meeting in compliance with the Ministry of Health's ("MOH") prevailing advisories.

  Virtual Meeting Proceedings of the AGM will be broadcasted through live audio-visual webcast and live audio-only stream ("Live Webcast"). Shareholders, including SRS investors, who wish to participate in the AGM must pre-register at the pre-registration website at the URLhttp://www.gentingsingapore.com/agm2022from 8.30 a.m. on 30 March 2022 up to 10.00 a.m. on 18 April 2022 to enable the Company to verify their status as shareholders. Following authentication of status as shareholders, authenticated shareholders may use the registered identification credentials to access the Live Webcast of the proceedings of the AGM at the URLhttp://www.gentingsingapore.com/agm2022. Shareholders who have any queries on pre-registration may call the Singapore toll-free telephone number 800-852-3335 or [e-mail] assistance.

  Physical Meeting AGM will be held at Resorts World Ballroom West, Resorts World Convention Centre, Basement 2, 8 Sentosa Gateway, Resorts World Sentosa, Singapore 098269. Shareholders, including SRS investors, who wish to participate in the AGM must pre-register at the pre-registration website at the URLhttp://www.gentingsingapore.com/agm2022from 8.30 a.m. on 30 March 2022 up to 10.00 a.m. on 18 April 2022 to enable the Company to verify their status as shareholders. Due to limited number of attendees at the AGM venue in compliance with MOH advisories, the Company reserves the right to select authenticated shareholders for attendance at the AGM venue based on pre-registration by shareholders who have indicated interest to attend the AGM physically. Authenticated shareholders or their representatives, including SRS investors, who are successful in the pre-registration to attend the Physical Meeting will receive an email by 19 April 2022. Authenticated shareholders who are unsuccessful in the pre-registration to attend the Physical Meeting will receive an email by 19 April 2022 to access the Live Webcast of the proceedings of the AGM at the URLhttp://www.gentingsingapore.com/agm2022. Shareholders who have any queries on pre-registration may call the Singapore toll-free telephone number 800-852-3335 or [e-mail] assistance.

  Shareholders who hold shares through relevant intermediaries as defined in Section 181 of the Companies Act 1967 (excluding SRS investors) and who wish to participate in the AGM should approach their respective relevant intermediaries through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM.

• 3. Submission of questions

(i)Submitting questions in advance of the AGM

Authenticated shareholders, including SRS investors, may submit questions relating to the resolutions to be tabled for approval at the AGM. To do so, all questions must be submitted by 10.00 a.m. on 12 April 2022:

• (a) via the pre-registration website at the URLhttp://www.gentingsingapore.com/agm2022;

• (b) in hard copy by sending personally or by post and lodging the same at the office of the Company's Share Registrar, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902; or

• (c) by email to the Company [e-mail].

When sending in questions by post or by email, the authenticated shareholder should provide the following details:

• (a) full name;

• (b) address; and

• (c) the manner in which his/her/its shares in the Company are held (e.g. via CDP, SRS and/or scrip).

The Company will publish the responses to substantial and relevant questions (which are related to the resolutions to be tabled for approval at the AGM) on SGXNet and on the Company's website at the URLhttp://www.gentingsingapore.com/#!/en/investors/annual-reportsby 10.00 a.m. on 15 April 2022. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

(ii) Submitting questions "live" at the AGM

Virtual Meeting Authenticated shareholders will be able to submit questions (which are related to the resolutions to be tabled for approval at the AGM), "live" at the AGM, by submitting text-based questions by clicking the "Ask a Question" feature and then clicking "Type Your Question" to input their queries in the questions text box.

Physical Meeting Successful authenticated shareholders or their representatives, including SRS investors, attending the Physical Meeting will be able to: (a) ask questions in person at the AGM venue; or (b) submit text-based questions via the Live Webcast by clicking the "Ask a Question" feature and then clicking "Type Your Question" to input their queries in the questions text box.

Where substantially similar questions are received for the Virtual Meeting and Physical Meeting, the Company will consolidate such questions and consequently not all questions may be individually addressed.

4. Voting

If a shareholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the Meeting as his/her/its proxy to vote on his/her/its behalf at the AGM. The instrument appointing the Chairman of the Meeting as proxy has been uploaded together with this Notice of AGM on SGXNet on the same day and may also be accessed on the Company's website at the URLhttp://www.gentingsingapore.com/#!/en/investors/annual-reports.

In appointing the Chairman of the Meeting as proxy, a shareholder (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

Shareholders who hold shares through relevant intermediaries and SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective relevant intermediaries and SRS Operators to submit their votes by 5.00 p.m. on 7 April 2022.

The instrument appointing the Chairman of the Meeting as proxy must be submitted to the Company in the following manner:

• (a) via the pre-registration website at the URLhttp://www.gentingsingapore.com/agm2022;

• (b) if sent personally or by post, be lodged at the office of the Company's Share Registrar, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902; or

• (c) if submitted by email, to M & C Services Private Limited [e-mail],

in each case, not less than 72 hours before the time for holding the AGM and at any adjournment thereof, and in default the instrument of proxy shall not be treated as valid.

A shareholder who wishes to submit an instrument of proxy (other than via the pre-registration website) must first download, complete and sign the proxy form, before either submitting it by post to the address provided above, or scanning and sending it by email to the email address provided above. Shareholders are strongly encouraged to submit completed proxy forms electronically via email or via the pre-registration website.

The instrument appointing the Chairman of the Meeting as proxy must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing the Chairman of the Meeting as proxy is executed by a corporation, it must be either under its common seal or signed on its behalf by a duly authorised officer or attorney.