NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY NOTES: 1. With reference to item 2 of the Ordinary Business above, the Ordinary Share Transfer Books and Register of Holders of Ordinary Shares of the Company will be closed from 5.00 p.m. on 4 May 2023 up to (and including) 5 May 2023. Duly completed registrable transfers received by the Company’s Share Registrar up to 5.00 p.m. on 4 May 2023 will be registered to determine Ordinary Shareholders’ entitlement to the Final Ordinary Dividend and Special Final Ordinary Dividend. If approved at the Meeting, they will be paid on 23 May 2023. 2. With reference to item 3 of the Ordinary Business above, the Directors’ Fees of $1,512,000 for FY 2022 will be payable upon approval of the shareholders at the Meeting. The structure of fees payable to Directors for FY 2022 is found on page 45 of the Annual Report 2022. 3. With reference to item 4 of the Ordinary Business above, if passed, will facilitate the payment of Directors’ fees during the financial year in which the fees are incurred, that is during the financial year ending 31 December 2023 (“FY 2023”). The Directors’ fees are computed based on the anticipated number of Directors, as well as attendance fees for the anticipated number of Board and Board Committee meetings for FY 2023, assuming full attendance by all Directors. In the event that the amount proposed is insufficient, approval will be sought at the next Annual General Meeting before payments are made to the Directors for the shortfall. 4. With reference to item 5(a) of the Ordinary Business above, Mr Philip Yeo Liat Kok will, upon re-election as a Director of the Company, remain as Non-Independent Non-Executive Director. Key information on Mr Yeo is found on page 26 and pages 286 to 291 of the Annual Report 2022. 5. With reference to item 5(b) of the Ordinary Business above, Mr Chong Yoon Chou will, upon re-election as a Director of the Company, remain as Independent Non-Executive Director (“INED”) and a member of each of the Audit & Risk Committee (“ARC”), Nominating Committee and Board Sustainability Committee (“BSC”). Key information on Mr Chong is found on page 28 and pages 286 to 291 of the Annual Report 2022. 6. With reference to item 5(c) of the Ordinary Business above, Mr Daniel Marie Ghislain Desbaillets will, upon re-election as a Director of the Company, remain as INED and a member of each of the Remuneration Committee and BSC. Key information on Mr Desbaillets is found on page 27 and pages 286 to 291 of the Annual Report 2022. 7. With reference to item 6 of the Ordinary Business above, Mr Tan Kian Seng will, upon election as a Director of the Company, remain as INED and a member of the ARC. Key information on Mr Tan is found on page 29 and pages 286 to 291 of the Annual Report 2022. 8. The Ordinary Resolution set out in item 8 of the Special Business above, if passed, will empower the Directors of the Company from the date of the Meeting until the next AGM (unless such authority is previously revoked or varied at a general meeting), to issue Ordinary Shares and/or make or grant Instruments that might require new Ordinary Shares to be issued up to a number not exceeding 50% of the total number of issued Ordinary Shares, excluding treasury shares and subsidiary holdings, of the Company, of which up to 10% may be issued other than on a pro rata basis to shareholders. The aggregate number of Ordinary Shares which may be issued under this Ordinary Resolution will be calculated based on the total number of issued Ordinary Shares, excluding treasury shares and subsidiary holdings, of the Company at the time that this Ordinary Resolution is passed, after adjusting for new Ordinary Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Ordinary Shares. 9. The Ordinary Resolution set out in item 9 of the Special Business above, if passed, will empower the Directors of the Company to make purchases or otherwise acquire the Company’s issued Ordinary Shares and/or Preference Shares (collectively, the “Shares”) from time to time subject to and in accordance with the guidelines set out in Annexure I of the Letter to Shareholders. This authority will expire at the conclusion of the next AGM of the Company, unless previously revoked or varied at a general meeting or when such purchases or acquisitions are carried out to the full extent mandated. “Market Day” means a day on which SGX-ST is open for trading in securities; and (d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Ordinary Resolution. 10. That: (a) approval be and is hereby given, for the purpose of Chapter 9 of the Listing Manual of SGX-ST, for the Company, its subsidiaries and its associated companies that are not listed on SGX-ST, or an approved exchange, over which the Company, its subsidiaries and/or its interested person(s), have control, or any of them, to enter into any of the transactions falling within the category of Interested Person Transactions, particulars of which are set out in the Company’s Letter to Shareholders dated 28 March 2023 (the “Letter to Shareholders”) with any party who is of the class or classes of Interested Persons described in the Letter to Shareholders, provided that such transactions are entered into in accordance with the review procedures for Interested Person Transactions as set out in the Letter to Shareholders, and that such approval (the “IPT Mandate”), shall unless revoked or varied by the Company in general meeting, continue in force until the next AGM of the Company; and (b) the Directors of the Company and each of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they or he may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Ordinary Resolution. By Order of the Board Yeo Swee Gim, Joanne Enid Ling Peek Fong Company Secretaries Singapore, 28 March 2023 CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2022 280 281 OTHER INFORMATION
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