Great Eastern : Notice of Annual General Meeting (AGM) scheduled for 16 April 2021

GREAT EASTERN HOLDINGS LIMITED

(INCORPORATED IN THE REPUBLIC OF SINGAPORE)

(COMPANY REGISTRATION NO. 199903008M)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Second Annual General Meeting ("AGM") of Great Eastern Holdings Limited (the "Company") will be held by way of electronic means on Friday, 16 April 2021 at 3.00 p.m. (Singapore time) to transact the following business:

AS ORDINARY BUSINESS

• 1 To receive and adopt the Directors' Statement and the audited Financial Statements for the financial year ended 31 December 2020 and the Auditor's Report thereon.

• 2 To approve a final one-tier tax exempt dividend of 50 cents per ordinary share in respect of the financial year ended 31 December 2020.

• 3(a) To re-elect the following Directors, who are retiring by rotation under Article 97 of the Company's Constitution and who, being eligible, offer themselves for re-election:

  • (i) Mr Norman Ip

  • (ii) Mr Lee Fook Sun

  • (iii) Mrs Teoh Lian Ee

  Mr Samuel N. Tsien will also be retiring by rotation under Article 97 of the Company's Constitution at the AGM but will not be offering himself for re-election.

• 3(b) To re-elect Mr Ng Chee Peng, a Director who is retiring under Article 103 of the Company's Constitution and who, being eligible, offers himself for re-election.

• 4 To approve Directors' fees of S$2,359,000 for the financial year ended 31 December 2020 (2019: S$2,181,000).

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

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Resolutions, which will be proposed as Ordinary Resolutions:

• 6 That authority be and is hereby given to the Directors of the Company 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,

    on a pro rata basis to shareholders of the Company, at any time and upon such terms and conditions and for such purposes 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) shall not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);

  • (2) (subject to such manner of calculation and adjustments 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 sub-paragraph (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) 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, consolidation or subdivision of shares, and, in sub-paragraph (1) above and this sub-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 earlier.

• 7 That authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number of shares as may be required to be allotted and issued pursuant to the Great Eastern Holdings Limited Scrip Dividend Scheme.

By Order of the Board

JENNIFER WONG PAKSHONG Company Secretary

Singapore

24 March 2021

EXPLANATORY NOTES

Resolutions 3(a)(i), (ii) and (iii)

Resolutions 3(a)(i), (ii) and (iii) are to re-elect Directors who are retiring by rotation under Article 97 of the Company's Constitution.

Mr Norman Ip will, upon re-election, continue to serve as a Member of the Nominating Committee and the Risk Management Committee.

Mr Lee Fook Sun will, upon re-election, continue to serve as Chairman of the Nominating Committee and the Remuneration Committee, and as a Member of the Executive Committee.

Mrs Teoh Lian Ee will, upon re-election, continue to serve as a Member of the Audit Committee and Sustainability Committee.

Please refer to the "Board of Directors" section and the "Board Composition and Independence" section in the Corporate Governance Report on pages 18 and 89 respectively in the Company's Annual Report for the financial year ended 31 December 2020 ("FY2020 Annual Report") for information on these Directors (including information as set out in Appendix 7.4.1 of the Listing Manual of the Singapore Exchange Securities Trading Limited).

Resolution 3(b)

Resolution 3(b) is to re-elect Mr Ng Chee Peng, a Director who is retiring under Article 103 of the Company's Constitution.

Mr Ng Chee Peng will, upon re-election, continue to serve as a Member of the Audit Committee.

Please refer to the "Board of Directors" section and the "Board Composition and Independence" section in the Corporate Governance Report on pages 18 and 89 respectively in the FY2020 Annual Report for information on Mr Ng Chee Peng (including information as set out in Appendix 7.4.1 of the Listing Manual of the Singapore Exchange Securities Trading Limited).

Resolution 6

Resolution 6 is to authorise the Directors of the Company from the date of the AGM until the next annual general meeting to issue shares of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares on a pro rata basis to shareholders of the Company, and to issue shares in pursuance of such instruments, up to a number not exceeding 50% of the total number of issued shares of the Company (excluding treasury shares and subsidiary holdings). For the purpose of determining the aggregate number of shares that may be issued, the total number of issued shares of the Company (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares of the Company (excluding treasury shares and subsidiary holdings) at the time this proposed Ordinary Resolution is passed, after adjusting for (a) 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 proposed Ordinary Resolution is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares. For the avoidance of doubt, any consolidation or subdivision of shares of the Company will require shareholders' approval. The Directors will only issue shares and instruments under this Resolution if they consider it necessary and in the interests of the Company. As at 1 March 2021, the Company had no treasury shares and no subsidiary holdings.

Resolution 7

Resolution 7 is to authorise the Directors of the Company to issue shares pursuant to the Great Eastern Holdings Limited Scrip Dividend Scheme to members who, in respect of a qualifying dividend, have elected to receive scrip in lieu of the cash amount of that qualifying dividend.

Notes:

• 1. The AGM is being convened, and will be held, 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. This Notice will accordingly be sent to members by electronic means via publication on the Company's website at the URLhttps://www.greateasternlife.com/sg/en/about-us/investor-relations/agm-and-egm.html and on the SGX website at the URLhttps://www.sgx.com/securities/company-announcements. For convenience, printed copies of this Notice will also be sent by post to members.

• 2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the Meeting in advance of the AGM, addressing of substantial and relevant questions at or before the AGM and voting by appointing the Chairman of the Meeting as proxy at the AGM, are set out in the accompanying Company's announcement dated 24 March 2021. This announcement may be accessed at the Company's website at the URLhttps://www.greateasternlife.com/sg/en/about-us/investor-relations/agm-and-egm.html and will also be made available on the SGX website at the URLhttps://www.sgx.com/securities/company-announcements.

• 3. Due to the current COVID-19 situation in Singapore, a member will not be able to attend the AGM in person. A member (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such member wishes to exercise his/her/its voting rights at the AGM. The accompanying proxy form for the AGM may be downloaded from the Company's website at the URLhttps://www.greateasternlife.com/sg/en/about-us/investor-relations/agm-and-egm.html and from the SGX website at the URLhttps://www.sgx.com/securities/company-announcements. For convenience, printed copies of the proxy form will also be sent by post to members.

  Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it 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.

  CPF and SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 6 April 2021 (Singapore time).

• 4. The Chairman of the Meeting, as proxy, need not be a member of the Company.

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

  • (a) if submitted by post, be deposited with the Company, c/o The Great Eastern Life Assurance Company Limited, 1 Pickering Street, #01-01 Great Eastern Centre, Singapore 048659; or

  • (b) if submitted electronically, be submitted via email to the Company [e-mail], in either case, by 3.00 p.m. on 13 April 2021 (Singapore time), being 72 hours before the time appointed for holding the AGM.

  A member who wishes to submit an instrument of proxy can either use the printed copy of the proxy form which is sent to him/her/it by post or download a copy of the proxy from the Company's website or the SGX website, and complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

  Due to the current COVID-19 situation in Singapore, members are strongly encouraged to submit completed proxy forms electronically via email.

• 6. The FY2020 Annual Report may be accessed at the Company's website at the URLhttps://www.greateasternlife.com/sg/en/about-us/investor-relations/annual-reports.html by clicking on the "Download PDF" hyperlink under "FY2020 Annual Report". The FY2020 Annual Report will also be made available on the SGX website at the URLhttps://www.sgx.com/securities/company-announcements. Members may request for printed copies of the FY2020 Annual Report by completing and submitting the Request Form accompanying the printed copies of this Notice and the proxy form sent by post to members.

PERSONAL DATA PRIVACY

By submitting an instrument appointing the Chairman of the Meeting as proxy to attend, speak and vote at the AGM and/ or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting as proxy for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

RECORD DATE AND PAYMENT DATE FOR FINAL DIVIDEND

Subject to the approval of members to the final one-tier tax exempt dividend at the AGM, the Share Transfer Books and Register of Members of the Company will be closed on 26 April 2021 for the purpose of determining the entitlement of members to the recommended final one-tier tax exempt dividend of 50 cents per ordinary share. Duly completed registrable transfers of shares received by the Company's Share Registrar, M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902 up to 5.00 p.m. on 23 April 2021 will be registered to determine members' entitlements to the proposed dividend. Subject to the aforesaid, members whose securities accounts with The Central Depository (Pte) Limited are credited with shares as at 5.00 p.m. on 23 April 2021 will be entitled to the proposed dividend.

The final one-tier tax exempt dividend, if approved by members, will be paid on 5 May 2021.