Bukit Sembawang Estates : Minutes of Annual General Meeting held on 28 July 2022

BUKIT SEMBAWANG ESTATES LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 196700177M

(the "Company")

56TH ANNUAL GENERAL MEETING

MINUTES OF THE 56TH ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD BY WAY OF ELECTRONIC MEANS ON THURSDAY, 28 JULY 2022 AT 10.30 A.M.

MEMBERS

As per attendance record maintained by the Company.

IN ATTENDANCE

As per attendance record maintained by the Company.

CHAIRMAN

Mr Koh Poh Tiong took the Chair. On behalf of the Board, the Chairman extended a warm welcome to members who attended the meeting.

There being a quorum present, the Chairman called the meeting to order, and proceeded with the formal business of the AGM.

NOTICE OF MEETING

The Notice of the meeting, having been published on SGXNET and the Company's website on 6 July 2022, was taken as read.

VOTING BY WAY OF A POLL

The Chairman advised all members present that pursuant to the requirements of the Listing Rules of the Singapore Exchange Trading Securities Limited, all resolutions for this meeting would be put to the vote, by way of a poll.

The Chairman further advised that, with that in view, Corporate Republic Advisory Pte Ltd. had been appointed Scrutineers, for the conduct of the poll. Members, who wished to vote on the resolutions, had appointed the Chairman of the meeting as their proxy to vote on their behalf, in accordance with the COVID-19 alternative arrangements for meetings. Based on the proxy forms received by the Company, the proxy votes had been collected and counted. The poll votes had been validated by the Company's appointed scrutineer.

PRESENTATION BY CHIEF OPERATING OFFICER

The Chairman invited the Chief Operating Officer, Mr Charles Chow Kim Ghee, to present the business updates of the Group. Mr Chow briefed the meeting on the "Financial Highlights", "Awards and Accolades", "Construction Progress", "Current Projects", "Business Portfolio" and "Business Plans".

Copies of the presentation slides are attached as 'Appendix 1' to these minutes.

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Minutes of the 56th Annual General Meeting held on 28 July 2022

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QUESTIONS FROM MEMBERS

The Company had received questions from members of the Company as well as the Securities Investors Association (Singapore) ("SIAS"). Substantial and relevant questions had been answered and published on SGXNET and the Company's website on 21 July 2022 (as annexed and marked as Appendix 2).

ORDINARY RESOLUTIONS

All the motions, as set out in the Notice dated 6 July 2022, convening the Annual General Meeting were duly proposed by the Chairman.

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS

The Chairman put the following motion to the meeting:

"That the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2022 and the Auditor's Report thereon be hereby adopted."

The Chairman announced the results as follows and declared Resolution 1 carried:

2. FINAL DIVIDEND AND SPECIAL DIVIDEND

The Chairman put the following motion to the meeting:

"That a final dividend of 4 cents per share and a special dividend of 12 cents per share be declared for the financial year ended 31 March 2022."

The Chairman announced the results as follows and declared Resolution 2 carried:

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Minutes of the 56th Annual General Meeting held on 28 July 2022

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3. RE-ELECTION OF DIRECTOR - KOH POH TIONG

The Chairman put the following motion to the meeting:

"That Mr Koh Poh Tiong, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

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

4. RE-ELECTION OF DIRECTOR - ONG SIM HO

The Chairman put the following motion to the meeting:

"That Mr Ong Sim Ho, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

The Chairman announced the results as follows and declared Resolution 4 carried:

5. DIRECTORS' FEES

The Chairman put the following motion to the meeting:

"That a sum of $428,000 be approved for payment as Directors' fees for the financial year ended 31 March 2022."

The Chairman announced the results as follows and declared Resolution 5 carried:

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Minutes of the 56th Annual General Meeting held on 28 July 2022

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6. APPOINTMENT OF AUDITOR

The Chairman addressed item 6 on the Agenda which was to re-appoint Deloitte & Touche LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

There being no other nomination, the Chairman recommended that Deloitte & Touche LLP, be reappointed as Auditor of the Company at a remuneration to be fixed by the Directors. The Chairman put the following motion to the meeting:

"That Deloitte & Touche LLP be re-appointed as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration."

The Chairman announced the results as follows and declared Resolution 6 carried:

SPECIAL BUSINESS

ORDINARY RESOLUTION

7. GENERAL AUTHORITY TO ALLOT AND ISSUE SHARES

The Chairman advised that the Special Business of the Agenda was to consider the motion as set out in the notice convening the meeting to grant authority to the Directors to allot and issue shares in the capital of the Company pursuant to the provisions of Section 161 of the Companies Act 1967 and the listing rules of the Singapore Exchange Securities Trading Limited. The Chairman put the motion set out under "General authority to allot and issue new shares in the capital of the Company" in the Notice of AGM dated 6 July 2022 to the meeting.

The Chairman announced the results as follows and declared Resolution 7 carried:

It was RESOLVED

That pursuant to Section 161 of the Companies Act 1967 of Singapore and the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:

1. (i) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or
2. 1. 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 or exchangeable into Shares,

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at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

1. (notwithstanding that 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) does not exceed 50% of the total number of issued shares, excluding treasury shares, in the capital of the Company (as calculated in accordance with sub- paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 10% of the total number of issued shares, excluding treasury shares, in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
2. (subject to such manner of calculation as may be prescribed by 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, shall be based on the total number of issued shares, excluding treasury shares, in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
3. 1. new Shares arising from the conversion or exercise of any convertible securities or from the exercise of share options or vesting of share awards which were issued and are outstanding or subsisting at the time of the passing of this Resolution; and
   2. any subsequent bonus issue, consolidation or subdivision of Shares;
4. 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
5. (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 the earlier.

CLOSING

There being no other business, the Chairman thanked the members present for their attendance and declared the meeting closed at 10.55 a.m.

CONFIRMED AS A TRUE RECORD OF THE PROCEEDINGS

________________________________

Koh Poh Tiong

Chairman