Hong Leong Finance : Minutes of the 61st Annual General Meeting

PRIVATE & CONFIDENTIALDRAFT FOR REVIEW AND COMMENTS - NOT FOR CIRCULATION

HONG LEONG FINANCE LIMITED

Co. Reg. No. 196100003D

(Incorporated in the Republic of Singapore)

Minutes of the 61st Annual General Meeting ("AGM" or the "Meeting") of HONG LEONG FINANCE LIMITED ("HLF" or the "Company") held on Thursday, 29 April 2021 at 11.00 a.m. by way of electronic means via 'live' audio-visual webcast and 'live' audio-only stream.

AGM Attendance:
Board of Directors
Present	: Mr Kwek Leng Beng
	(Chairman and Managing Director)
Present via video-	: Mr Po'ad bin Shaik Abu Bakar Mattar
conference	(Lead Independent Director,
	Chairman of the Audit Committee)
	Mr Bertie Cheng
	(Independent Director,
	Chairman of the Board Risk Committee,
	Chairman of the Nominating Committee)
	Mr Ter Kim Cheu
	(Independent Director,
	Chairman of the Board Sustainability Committee)
	Mr Peter Chay Fook Yuen
	(Independent Director,
	Chairman of the Remuneration Committee,
	Chairman of the Hong Leong Finance Share
	Option Scheme 2001 Committee)
	Mr Chng Beng Hua
	(Independent Director)
	Mr Raymond Lim Siang Keat
	(Independent Director)
	Mr Tan Tee How
	(Independent Director)
	Ms Tan Siew San
	(Independent Director)
	Mr Christian de Charnace
	(Independent Director)
	Mr Kwek Leng Peck
	(Non-executiveNon-independent Director)
	Mr Kwek Leng Kee
	(Non-executiveNon-independent Director)
	Mr Kevin Hangchi
	(Non-executiveNon-independent Director)

HONG LEONG FINANCE LIMITED

Co. Reg. No. 196100003D

Minutes of the 61st Annual General Meeting held on 29 April 2021 - cont'd

Senior Management
Present	: Mr Ang Tang Chor (President)
Attended via 'live' webcast	Mr Leong Chee Wah, Senior Vice President
	(Risk Management and Credit Control)
	Ms Joan Yeo, Chief Financial Officer
	Mr Jeffrey Toh, Senior Vice President
	(Corporate & Consumer Business)
	Ms Peh Guat Hong, Senior Vice President
	(Corporate & Consumer Business)
	Mr Benjamin Ng, Senior Vice President
	(Special Duties)
	Mr David Thong, Senior Vice President
	(Operations)
	Mr Andrew Low, Senior Vice President
	(Human Resources)
Company Secretaries	: Ms Joanne Yeo Swee Gim
	Ms Jaslin Ng Siew Ping
Auditors	: KPMG LLP
	Mr Ian Hong
	Mr Alex Peck

The full attendance list of shareholders and observers who attended the AGM via 'live' audiovisual webcast and audio conference is separately maintained by the Company Secretary.

CHAIRMAN'S WELCOME

Mr Kwek Leng Beng, the Executive Chairman of the Board of Directors ("Board") of the Company, welcomed the shareholders to the AGM of the Company. He informed shareholders that the AGM had been convened and was being held by electronic means via 'live' audio-visual webcast and 'live' audio-only stream in accordance with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020.

There being a requisite quorum, he called the Meeting to order and introduced Mr Ang Tang Chor, President of the Company, who was present in person with him at the site of the webcast. He also introduced the other members of the Board who were participating in the Meeting remotely via video-link-ups. The Chairman informed the Meeting that Mr Chng Beng Hua, Mr Bertie Cheng, Mr Po'ad Mattar and Mr Raymond Lim would be stepping down from the Board upon the conclusion of the Meeting. On behalf of the Board, the Chairman formally placed on record its sincere appreciation to these Directors for their invaluable service to the Company during their tenure as Directors.

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HONG LEONG FINANCE LIMITED

Co. Reg. No. 196100003D

Minutes of the 61st Annual General Meeting held on 29 April 2021 - cont'd

The Chairman informed the Meeting that the Company Secretaries, together with the representatives of the Company's external auditors, KPMG LLP ("KPMG"), were also in attendance online at the Meeting.

Shareholders accessing the Meeting via electronic means would be recorded in the minutes of the Meeting as having attended the Meeting.

NOTICE

The Notice convening the Meeting ("AGM Notice"), which had been made available to all shareholders by electronic means via publication on the Company's website and on the SGX website, was taken as read.

QUESTIONS AND ANSWERS

The Chairman further informed the Meeting that the Company had not received any questions from shareholders in advance of the AGM.

PRESENTATION BY THE PRESIDENT

The Chairman called upon the President to brief the shareholders on the Group's financial performance for the financial year ended 31 December ("FY") 2020. The President provided the update by way of a slides presentation, a copy of which annexed to these minutes as Annexure A was released via SGXNET after the Meeting on 29 April 2021, and has also been uploaded onto the Company's corporate website.

VOTING

The Chairman thanked shareholders who had taken the effort to submit their proxy forms to cast their votes for the resolutions as contained in the Notice of the Meeting and informed that each of the resolutions would be taken as duly tabled, proposed and seconded for voting. As the Chairman had been appointed as proxy for these shareholders, he had voted on all the resolutions in accordance with their specific instructions.

The Company had appointed Trusted Services Pte Ltd as the polling agent and TS Tay Public Accounting Corporation as the independent scrutineers. All proxy votes cast had been reviewed by the polling agent and verified by the scrutineers.

The Chairman proceeded to announce the results of the votes cast for each of the resolutions contained in the Notice of the Meeting.

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HONG LEONG FINANCE LIMITED

Co. Reg. No. 196100003D

Minutes of the 61st Annual General Meeting held on 29 April 2021 - cont'd

ORDINARY BUSINESS:

1. DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER ("FY") 2020 AND THE AUDITOR'S REPORT THEREON

1. The Annual Report 2020 of the Company ("AR") had been published on the
   Company's website and on the SGX website.
2. IT WAS RESOLVED:
   That the Directors' Statement and Audited Financial Statements of the Company and its subsidiaries (the "Group") for the financial year ended 31 December 2020 together with the Auditor's Report thereon be and are hereby received.
   The detailed voting results for the above resolution were as follows:

		Total Number of	No. of Shares	%		No. of Shares	%
		Shares represented by	FOR	FOR		AGAINST	AGAINST
		Votes Cast
		250,087,718	250,082,718	100.00	5,000	0.00
	The Chairman declared the resolution carried.
2.	FINAL DIVIDEND
	IT WAS RESOLVED:
	That a final one-tier tax exempt dividend of 5.5 cents per share in respect of the year
	ended 31 December 2020 as recommended by the Directors be and is hereby declared
	for payment on 25 May 2021 to the shareholders registered on 10 May 2021.
	The detailed voting results for the above resolution were as follows:
		Total Number of	No. of Shares	%		No. of Shares	%
		Shares represented by	FOR	FOR		AGAINST	AGAINST
		Votes Cast
		250,090,418	250,085,418	100.00		5,000	0.00

The Chairman declared the resolution carried.

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IT WAS RESOLVED:

That the Directors' Fees of $1,681,533 for FY 2020 be and are hereby approved. The detailed voting results for the above resolution were as follows:

DIRECTORS' FEES

- cont'd

Minutes of the 61st Annual General Meeting held on 29 April 2021

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HONG LEONG FINANCE LIMITED

Co. Reg. No. 196100003D

Total Number of	No. of Shares	%	No. of Shares	%
Shares represented by	FOR	FOR	AGAINST	AGAINST
Votes Cast
250,090,418	248,792,418	99.48	1,298,000	0.52

The Chairman declared the resolution carried.

4. RE-ELECTION/ELECTIONOF DIRECTORS

1. The Chairman informed the Meeting that in accordance with the Company's Constitution, Mr Kwek Leng Peck, Mr Kwek Leng Kee, Mr Raymond Lim and himself were due to retire by rotation at the AGM. Mr Kwek Leng Peck, Mr Kwek Leng Kee and himself had offered themselves for re-election. Mr Raymond Lim would not be seeking re-election and as mentioned earlier, would step down from the Board after the conclusion of the Meeting.
   Mr Christian de Charnace, who was appointed in 2020, was also retiring at the AGM in accordance with the Company's Constitution and being eligible, had offered himself for election.
   Information on the Directors seeking election/re-election could be found in the AR and the AGM Notice. The Nominating Committee had recommended their election/re- election as Directors.
2. IT WAS RESOLVED:
   That Mr Kwek Leng Beng who is due to retire at this Meeting, be and is hereby re- elected as a Director of the Company.
   The detailed voting results for the above resolution were as follows:

Total Number of	No. of Shares	%	No. of Shares	%
Shares represented by	FOR	FOR	AGAINST	AGAINST
Votes Cast
243,471,811	241,934,158	99.37	1,537,653	0.63

The Chairman declared the resolution carried.

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