Delfi : Minutes Of Annual General Meeting Held On 26 April 2022

DELFI LIMITED

Company Registration No. 198403096C

(Incorporated in the Republic of Singapore)

(the "Company")

MINUTES OF ANNUAL GENERAL MEETING

MINUTES OF ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD ON TUESDAY, THE 26TH DAY OF APRIL 2022 AT 10:00 A.M., IN SINGAPORE VIA ELECTRONIC MEANS.

1. WELCOME ADDRESS
   The Company Secretary reminded the Shareholders that the AGM was being conducted via a "live" webcast and with "live" voting.
   The Company Secretary reminded Shareholders of the solutions available if they encountered any technical problems. AGM@Convene, the Polling Agent, showed a quick video to guide Shareholders on how to contact their support team should they need it.
2. QUESTION AND ANSWERS
   The Company Secretary reminded Shareholders that they had been able to submit questions related to AGM prior to the AGM via the pre-registration website or the Company's website, according to the Company's April 8th SGX announcement.
   The Company Secretary also reminded Shareholders that they would be permitted to ask "live" questions related to the AGM, by submitting their questions, in text format, via the Convene "chatbox", which was accessible on their screens. In addition, AGM@Convene showed Shareholders a short video on how to submit such questions.
   The Company Secretary informed the meeting that the Question Period had now been opened and that Shareholders could begin submitting their "live" questions until the end of the Chief Financial Officer's ("CFO") Presentation and the questions would be answered by Management and the Board at that time.
3. VOTING
   The Company Secretary reminded Shareholders that the April 8th Notice of the AGM instructed them that they could have submitted their votes via the pre-registration website, email or post prior to the AGM or "live" during the AGM.
4. MEETING EVENTS
   The Company Secretary then shared with Shareholders the intended sequence of events for the AGM.

1. INTRODUCTION
   The Chairman, Mr Pedro Mata-Bruckmann, welcomed all Shareholders to the AGM and proceeded to introduce each of the Directors, all of whom were present, except for Mr Davinder Singh who had sent his apologies for not being able to attend the meeting. He also noted the attendance at the AGM by the Company's CFO, Company Secretary, Polling Agent, Share Registrar, Scrutineers and Auditors.
   The Chairman informed Shareholders that he had requested Mr John Chuang Tiong Choon, the Chief Executive Officer ("CEO") to chair the AGM on his behalf, in the event of any technological disruptions.
   The Chairman further informed Shareholders that all questions submitted by 10:00 a.m. on 16 April 2022 had been answered and published on SGXNet on 21 April 2022 at 5:33 p.m.. The Company had also published the answers to the questions from Shareholders on its website. The summary of questions and answers is annexed hereto and marked as Appendix 1.
   The Chairman also informed Shareholders that they could submit their questions "live" during the AGM and Management and the Board would answer any such questions submitted after the CFO's presentation.
2. CFO'S PRESENTATION
   Richard Chung, CFO of the Company, then provided a brief presentation on the Group's 2021 financial performance, prior to the commencement of the formal business of the AGM.
3. QUORUM
   There were no additional questions raised by Shareholders during the "live" AGM, and so the Chairman, after confirming with the Secretary that a quorum was present, called the meeting ("Meeting") to order, and proceeded with the formal business of the AGM.
4. RESOLUTIONS BY POLL
   In line with the Rule 730A of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual ("Listing Manual"), in his capacity as the Chairman of the Meeting, the Chairman stated that all the resolutions set out in the Notice of AGM be voted by way of poll, which was in accordance with Regulation 70 of the Company's Constitution. Accordingly, all resolutions at the Meeting were voted by way of poll. As many of the Shareholders had voted on all the resolutions prior to the AGM, all the resolutions were deemed to have been duly proposed and seconded.
   The Chairman informed the Meeting that AGM@Covene had been appointed as Polling Agent and RHT Governance, Risk & Compliance (Singapore) Pte. Ltd. had been appointed as Scrutineers for the voting.
   The Chairman guided Shareholders on the "live" voting procedures. AGM@Convene also showed Shareholders a short video on how to vote for the resolutions at this AGM.
   The Chairman further informed Shareholders that they could submit their votes via "live" voting once the Voting Period opened which would occur when the First Resolution was put up for motion during the AGM.

The Chairman also informed Shareholders that they would be able to continue to vote until shortly after the last Resolution would have been put up for motion. Therefore, the results of all of the motions would not be read out until all of the motions had been voted on.

9. NOTICE

There being no objection from Shareholders, the notice of AGM dated 8 April 2022 ("Notice" or "Agenda") was taken as read.

ORDINARY BUSINESS

1. DIRECTORS' STATEMENT AND THE AUDITED FINANCIAL STATEMENTS - RESOLUTION 1
   The Chairman informed the Meeting that the first item on the Agenda was to put the following motion to vote:
   "That the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2021, together with the Auditors' Report thereon, be received and adopted."
   The Chairman, at this point, announced that Shareholders could begin their poll voting for the First Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.
2. FINAL AND SPECIAL DIVIDEND - RESOLUTION 2
   The Chairman informed the Meeting that Resolution 2 on the Agenda was to put the following motion to the vote:
   "That the declaration of a final dividend of 1.44 Singapore cents and special dividend of 0.64 Singapore cents per ordinary share for the financial year ended 31 December 2021 be approved."

The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.

12. RE-ELECTIONOF MR CHUANG TIONG LIEP AS A DIRECTOR - RESOLUTION 3

The Chairman informed the Meeting that Mr Chuang Tiong Liep ("Joseph") was due for retirement under Regulation 104 of the Constitution of the Company and he had consented to continue in office. Joseph would, upon re-election, remain as an Executive Director, Group Chief Growth and Marketing Officer and a member of the Market Sustainability and Strategy Committee ("MSSC") and Executive Committee ("EC") respectively.

The Chairman informed the Meeting that Resolution 3 on the Agenda was to put the following motion to the vote:

"That Mr Chuang Tiong Liep be re-elected as a Director of the Company."

The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.

1. RE-ELECTIONOF MR CHUANG TIONG KIE AS A DIRECTOR - RESOLUTION 4
   The Chairman informed the Meeting that Mr Chuang Tiong Kie ("William") was due for retirement under Regulation 104 of the Constitution of the Company and he had consented to continue in office. William would, upon re-election, remain as an Executive Director, Business Development Director and a member of the EC.
   The Chairman informed the Meeting that Resolution 4 on the Agenda was to put the following motion to the vote:
   "That Mr Chuang Tiong Kie be re-elected as a Director of the Company"
   The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.
2. RE-ELECTIONOF MR DORESWAMY NANDKISHORE AS A DIRECTOR - RESOLUTION 5
   The Chairman informed the Meeting that Mr Doreswamy Nandkishore ("Nandu") was due for retirement under Regulation 104 of the Constitution of the Company and he had consented to continue in office. Nandu would, upon re-election, remain as an Independent Director, Chairman of the MSSC and a member of the Nominating Committee and Remuneration Committee respectively.
   The Chairman informed the Meeting that Resolution 5 on the Agenda was to put the following motion to the vote:
   "That Mr Doreswamy Nandkishore be re-elected as a Director of the Company."
   The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.
3. DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2022 - RESOLUTION 6
   The Chairman moved onto the next item on the Agenda. Shareholders were informed that the Board had recommended the payment of Directors' fees of US$474,800 for the financial year ending 31 December 2022.
   The Chairman informed the Meeting that Resolution 6 on the Agenda was to put the following motion to the vote:
   "That the payment of Directors' Fees of US$474,800 for the financial year ending 31 December 2022, be approved."
   The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.
4. RE-APPOINTMENTOF AUDITORS - RESOLUTION 7
   The Meeting was informed that PricewaterhouseCoopers LLP had expressed their willingness to continue as auditors of the Company for the ensuing year.

The Chairman informed the Meeting that Resolution 7 on the Agenda was to put the following motion to the vote:

"That PricewaterhouseCoopers LLP be re-appointed as auditors of the Company for the financial year ending 31 December 2022 and the Directors be authorised to fix their remuneration."

The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.

17. ANY OTHER BUSINESS

As no notice was received in respect of any other ordinary business, the Chairman proceeded to deal with the special business set out in the Notice.

SPECIAL BUSINESS

1. SHARE ISSUE MANDATE - RESOLUTION 8
   The Chairman informed the Meeting that Resolution 8 on the Agenda was to put the following motion to the vote:
   "That the Directors be authorised to issue Shares and/or Instruments in the capital of the Company pursuant to Section 161 of the Companies Act 1967 ("the Act") and the Listing Manual of the SGX-ST as set out in item 6 of the Notice."
   The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.
2. AUTHORITY TO ALLOT AND ISSUE SHARES UNDER THE DELFI LIMITED SCRIP DIVIDEND SCHEME - RESOLUTION 9
   The Chairman proceeded to the next item on the Agenda and informed the Meeting that Resolution 9 on the Agenda was to put the following motion to the vote:
   "That under Section 161 of the Act, authority be given to the Directors to allot and issue from time to time such number of new ordinary shares in the capital of the Company as may be required to be allotted and issued under the Delfi Limited Scrip Dividend Scheme."
   The Chairman, at this point, reminded Shareholders that they could begin their poll voting for the Second Resolution and that they would continue to be able to vote until shortly after the last Resolution was put to motion.
3. RENEWAL OF SHAREHOLDERS' MANDATE FOR INTERESTED PERSON TRANSACTIONS ("IPT") - RESOLUTION 10
   The Meeting was informed that the last item on the Agenda was to seek Shareholders' approval for the renewal of the Shareholders' Mandate for IPT and to authorise the Directors to do all acts necessary to give effect to the IPT mandate. Details of the IPT mandate were set out in the Appendix to the Annual Report.