Sime Darby Property Berhad : Minutes of the 49th AGM of Sime Darby Property Berhad held on 24 May 2022

SIME DARBY PROPERTY BERHAD

Registration No. 197301002148 (15631-P)

(Incorporated in Malaysia)

MINUTES OF THE FORTY-NINTH ANNUAL GENERAL MEETING ("49TH AGM") OF SIME DARBY PROPERTY BERHAD ("SIME DARBY PROPERTY" OR "THE COMPANY") HELD AT THE BROADCAST VENUE AT BANQUET HALL, 1ST FLOOR, MAIN LOBBY, KUALA LUMPUR GOLF & COUNTRY CLUB, NO. 10, JALAN 1/70D, OFF JALAN BUKIT KIARA, 60000 KUALA LUMPUR, MALAYSIA ON TUESDAY, 24 MAY 2022 AT 10.00 A.M.

BOARD OF DIRECTORS	: Encik Rizal Rickman Ramli (Chairman)
		YBhg Dato' Azmir Merican
		YBhg Dato' Jaganath Derek Steven Sabapathy
		YAM Tengku Datuk Seri Ahmad Shah Alhaj ibni
		Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj
		YBhg Dato' Seri Ahmad Johan Mohammad Raslan*
		YBhg Datin Norazah Mohamed Razali
		Encik Mohamed Ridza Mohamed Abdulla
		YBhg Dato' Soam Heng Choon*
		YBhg Dato' Hamidah Naziadin
		Dr Lisa Lim Poh Lin*
GROUP SECRETARY	: Cik Noreen Melini Muzamli
EXTERNAL AUDITORS	: YBhg Dato' Mohammad Faiz Mohammad Azmi
		(Executive Chairman, PricewaterhouseCoopers PLT)
		Puan Nurul A'in Abdul Latif
		(Partner, PricewaterhouseCoopers PLT)
		Encik Wong Yeow Fei
		(Director, PricewaterhouseCoopers PLT)
SENIOR MANAGEMENT	: As per Attendance List
SHAREHOLDERS /	: Participating via Remote Participation and Voting
CORPORATE		("RPV") facilities at the TIIH Online website
REPRESENTATIVES /
PROXIES		As per the Summary of Attendance List
SCRUTINEERS	: Encik Chuah Poo Sian
		(Partner, Coopers Professional Scrutineers Sdn Bhd)

*Attendance via videoconferencing

Sime Darby Property Berhad - 49th Annual General Meeting held on 24 May 2022

1. CHAIRMAN'S OPENING REMARKS
2. The Chairman, on behalf of the Board and Management, welcomed the shareholders to the 49th AGM of Sime Darby Property and thanked them for their participation and continued support to the Company. The Chairman also wished all Muslims shareholders, Selamat Hari Raya Aidil Fitri.
3. The Chairman also welcomed the Company's two (2) newest Board members to their first AGM, namely Dato' Hamidah Naziadin and Dr Lisa Lim Poh Lin and thanked the former Chairman, Tan Sri Dr Zeti Akhtar Aziz who retired from the
   Board following last year's AGM.
4. The Chairman informed the shareholders that the Group Company Secretary had confirmed the presence of a requisite quorum pursuant to the Company's
   Constitution. The Notice of the 49th AGM dated 25 April 2022, which was issued in accordance with the Company's Constitution, was taken as read. The Chairman then called the Meeting to order at 10.00 a.m.
5. The Chairman briefed the shareholders as follows :
6. 1. Although Malaysia had transitioned to an endemic phase, the Coronavirus Disease 2019 ("COVID-19") pandemic remained a concern. Therefore, to ensure the safety of all attendees and parties involved in the AGM, the Board decided to continue leveraging the convenience of technology to facilitate communication and engagement with its shareholders and thereby conduct the 49th AGM on a fully virtual basis.
   2. The holding of the virtual AGM was in line with the provisions of the
      Companies Act 2016, the Company's Constitution and the latest Securities Commission Malaysia's Guidance on the Conduct of General Meetings for
      Listed Issuers updated as at 7 April 2022.
   3. The operating environment in 2021 remained challenging due to the reimposition of lockdowns under the Movement Control Order and the National Recovery Phase amid the resurgence of COVID-19 cases in Malaysia. Malaysia's prolonged lockdown in 2021 had led to the intermittent closure of the Group's sales galleries, retail and leisure businesses, and impacted the progress of development at the Group's construction sites, exacerbated by a shortage of raw materials supply and a tight labour market.
   4. Notwithstanding the above, the Group managed to navigate the challenging environment through the strength of its people and leadership bench, coupled with its renewed digital and technology capabilities. The Group sustained its resilience by achieving a commendable and improved financial performance, underpinned by its strategic launch plans, encouraging sales achievement and enhanced operational efficiency across all business segments. The strategic initiatives implemented throughout the pandemic have enabled the Group to rebound fairly. Nevertheless, the Group remained cautious with the uncertainties and challenges in the property market for 2022 due to the lingering impact of the prolonged COVID-19 pandemic.
   5. The Board assured the shareholders that the Group was confident in its ability to navigate the challenging environment and remain on track to achieve its end goal of becoming a real estate company by the end of 2025 through its strong leadership, employees' agility, and sound business fundamentals.

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Sime Darby Property Berhad 49th Annual General Meeting held on 24 May 2022

1. The Chairman then introduced the Board Members present at the Broadcast Venue and participated via video conferencing. The Chairman also introduced the Group Company Secretary, Senior Management Team and representatives of PricewaterhouseCoopers PLT, Auditors of the Company who were also present at the Broadcast Venue.
2. The Chairman informed the shareholders that the information on the Company, its activities, results and financial position as at 31 December 2021 were set out in the Annual Report 2021 issued electronically on 25 April 2022.
3. The Chairman briefed the shareholders as follows :
4. 1. As of 12 May 2022, the Company has 27,095 depositors. The total number of issued shares stands at 6,800,839,377 (Six Billion Eight Hundred Million Eight Hundred and Thirty-Nine Thousand Three Hundred and Seventy- Seven).
   2. Based on the registration data given by the Company's Share Registrar as at 10.00 a.m. on 22 May 2022, 1,117 members have registered to attend the 49th AGM through the RPV facilities. They represented 4,954,243,252 ordinary shares, constituting 72.85% of the Company's total issued shares.
   3. In accordance with Paragraph 8.29A of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Malaysia"), all proposed resolutions set out in the Notice of the 49th AGM would be voted by way of a poll.
   4. There were nine (9) Ordinary Resolutions to be voted at the 49th AGM, as set out in the Notice of the 49th AGM, each would require a simple majority vote in order for it to be passed.
   5. Two (2) of the Company's employees namely, Cik Linda Thien Bit Sin and Encik Yeoh Wei Ling who were also shareholders of the Company, had offered themselves to be the Proposer and Seconder for the proposed resolutions on the Agenda. Therefore, all resolutions tabled at the 49th AGM had been duly proposed and seconded.
   6. The Company had appointed Tricor Investor & Issuing House Services Sdn Bhd ("Tricor") as Poll Administrator to conduct the poll by way of electronic voting ("e-voting") using the RPV facilities and Coopers Professional Scrutineers Sdn Bhd as Independent Scrutineers to validate the poll results.
5. The Chairman informed the shareholders that they may submit their votes at any time, from the commencement of the 49th AGM at 10.00 a.m. until the announcement of the end of the voting session. A video was then presented to the shareholders on the e-voting procedures.
6. The Chairman thereafter invited the Group Managing Director ("GMD"),
   Dato' Azmir Merican, to provide a brief presentation on the Company's financial performance and business.

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Sime Darby Property Berhad 49th Annual General Meeting held on 24 May 2022

1. PRESENTATION BY THE GMD AND RESPONSE TO ISSUES RAISED BY THE MINORITY SHAREHOLDERS WATCH GROUP
2. The GMD thanked the Chairman and welcomed all shareholders present. The GMD proceeded to brief the Meeting which covered the following as per Appendix 1 :
3. 1. 2021 at a Glance.
   2. Financial Year ("FY") 2021 Financial Performance.
   3. FY2021 Sales and Launches.
   4. Battersea Power Station Updates.
   5. Other Operational Matters.
   6. Shareholders' Returns.
   7. Strategy Moving Forward.

Upon the conclusion of the GMD's presentation, the Chairman informed the shareholders present that the Company had received a letter from the Minority Shareholders Watch Group ("MSWG") dated 12 May 2022, which sought clarification on several issues in relation to the Annual Report 2021. A copy of the reply letter dated 23 May 2022, enclosed as Appendix 2, had been uploaded to the Group's website. The Group Chief Financial Officer ("GCFO") was subsequently invited to brief the Meeting on the questions raised by MSWG and the Company's responses thereto.

2.2 The GCFO proceeded to highlight to the Meeting the following :

2.2.1 Operational / Financial Matters

1. The Group has a joint venture with LOGOS Property of Australia and various tie-ups with other well-established international groups and organisations such as CapitaMalls Asia Ltd; Mitsui & Co. Ltd.; and Mitsubishi Estate Co., Ltd. to expand its Industrial & Logistics Development ("ILD") business.
2. 1. What were the reasons for the Group to engage with four (4) partners in the ILD business?
      Response :
      Within the past four (4) years, the Group entered into partnerships with three (3) foreign companies in the ILD business, namely :
   2. 1. Mitsui & Co Ltd.
      2. Mitsubishi Estate Co., Ltd. - collectively (1) and (2) under Sime Darby Property MIT Development Sdn Bhd; and
      3. LOGOS Property Group under SDPLOG IDF 1 (JV Holdings) Pte. Ltd.

While leveraging on our key strengths, namely our track record and strong branding as one of the largest property developers in the country with approximately 15,400 acres of landbank and as the first Malaysian listed property developer to diversify into fund management business, Sime Darby Property believes that strategic collaborations with partners are a key strategy for growth.

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Sime Darby Property Berhad 49th Annual General Meeting held on 24 May 2022

Such partnerships provide (a) access to tenant networks and new markets, (b) specialised knowledge and expertise, and (c) alternative sources of capital. These enable us to accelerate development and be more responsive in riding on demand trends and seizing opportunities in the short to long-term.

The next query's response addresses the specific benefits each partner brings to the table.

1. What is the special expertise of each of the four (4) partners? Response :
   Mitsui & Co., Ltd ("Mitsui") and Mitsubishi Estate Co. ("Mitsubishi"), Ltd. are part of the same Japanese consortium which holds 50% interest (with Sime Darby Property holding the other 50%) in a joint venture
   ("JV") company called Sime Darby Property MIT Development Sdn Bhd (formed on 22 January 2018) to activate 39 acres of industrial lands in Bandar Bukit Raja. As one of the largest and reputable Japanese conglomerates, Mitsui and Mitsubishi bring to the table their industrial and logistics tenancy networks, coupled with availability of their own capital as well as accompanying project-level debt financing from Japanese financiers.
   LOGOS Property Group ("LOGOS Property") is a leading logistics real estate specialist in Asia-Pacific, with total assets under management ("AUM") in excess of USD19.6 billion. Under the JV company in which Sime Darby Property and LOGOS Property hold 51% and 49% respectively called SDPLOG IDF 1 (JV Holdings) Pte. Ltd. (formed on 29 September 2021), we will set-up a fund management platform to manage funds for the logistics sector, as well as to provide development services. The JV will be able to tap on LOGOS Property's expertise in fund management, as well as extensive experience in logistics real estate, tenant networks and development and asset management.
   As for the joint venture with CapitaMalls Asia Ltd ("CapLand"), in which CapLand and Sime Darby Property hold 50% each, please note that it is for a single retail mall in Melawati named Melawati Mall and not for the ILD business.
2. Where are the locations of the land that has been earmarked for the ILD business for each partner?
   Response :
   For the JV with Mitsui and Mitsubishi, 39 acres in Bandar Bukit Raja 1 which comprises of ten (10) plots for built-to-suit ("BTS") and lease facilities have been set aside. Out of this, five (5) plots have already been taken up. The first BTS facility measuring c. 200,000 sq. ft. was handed over to SenHeng, a leading consumer electronics chain store in the country in November 2020 as their consolidated warehouse. A double-storey BTS warehouse measuring c. 180,000 sq. ft. was handed over to Leschaco, a third-party logistics provider ("3PL") in August 2021.
   CEVA Logistics, a logistics and supply chain multinational company, started their operations within the same BTS warehouse with Leschaco in August 2021 as well.

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Sime Darby Property Berhad 49th Annual General Meeting held on 24 May 2022