NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING (c) submission of questions to the Chairman of the Meeting in advance of, or “live” at, the Meeting, and addressing of substantial and relevant questions prior to, or “live” at, the Meeting; and (d) voting at the Meeting (i) “live” by a member or his/her/its duly appointed proxy/proxies (other than the Chairman of the Meeting); or (ii) by appointing the Chairman of the Meeting as proxy to vote on the member’s behalf at the Meeting, are set out in the accompanying Company’s announcement dated 28 March 2023. The announcement may be accessed at the Company’s corporate website at www.cdl.com.sg/agm and will also be made available on the SGX website at www.sgx.com/securities/company-announcements. 3. A member who wishes to exercise his/her/its voting rights at the Meeting may: (a) (where the member is an individual) attend and vote “live” at the Physical Meeting or the Virtual Meeting; or (b) (whether the member is an individual or a corporate) appoint a proxy/proxies (other than the Chairman of the Meeting) to attend and vote “live” at the Physical Meeting or the Virtual Meeting on his/her/its behalf; or (c) (whether the member is an individual or a corporate) appoint the Chairman of the Meeting as his/her/its proxy to vote on his/her/its behalf at the Meeting. The accompanying proxy form for the Meeting may be downloaded from the Company’s corporate website at www. cdl.com.sg/agm and from the SGX website at www.sgx.com/securities/company-announcements. Where a member (whether individual or a corporate) appoints a proxy/proxies, he/she/it should give specific instructions as to the voting, or abstentions from voting, in respect of that resolution. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion. 4. (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Meeting. Where such member’s proxy form appoint more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the proxy form. (b) A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s proxy form appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the proxy form. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967. 5. A proxy need not be a member of the Company. 6. The proxy form must be submitted to the Company in the following manner: (a) if submitted by post, be lodged with the Company’s Share Registrar, M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore 068902; or (b) if submitted electronically, via email to the Company’s Share Registrar at [email protected], or via the pre-registration website at www.cdl.com.sg/agm2023, in each case, not less than 72 hours before the time for holding the Meeting. A member who wishes to submit the proxy form must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above, or via the pre-registration website provided above. The Company intends to use internal resources and/or external borrowings to finance purchases or acquisitions of its Shares under the Share Purchase Mandate. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice as these will depend on whether the Shares are purchased or acquired out of capital or profits of the Company, the aggregate number of Shares purchased or acquired, the consideration paid at the relevant time and whether the Shares purchased or acquired are held in treasury or cancelled. Based on the existing number of issued Ordinary Shares and Preference Shares of the Company as at 28 February 2023 (the “Latest Practicable Date”) (disregarding the Ordinary Shares held in treasury), the exercise in full of the Share Purchase Mandate would result in the purchase of 90,690,133 Ordinary Shares (representing 10% of the total number of issued Ordinary Shares of the Company, disregarding the Ordinary Shares held in treasury) and 33,087,425 Preference Shares (representing 10% of the total number of issued Preference Shares of the Company). In the case of Market Purchases and Off-Market Purchases by the Company and assuming that the Company purchases or acquires 90,690,133 Ordinary Shares at the Maximum Price of $8.23 for one Ordinary Share (being the price equivalent to 105% of the Average Closing Price as at the Latest Practicable Date) and 33,087,425 Preference Shares at the Maximum Price of $1.03 for one Preference Share (being the price equivalent to 105% of the Average Closing Price as at the Latest Practicable Date), the maximum amount of funds required for the purchase or acquisition of 90,690,133 Ordinary Shares and 33,087,425 Preference Shares is approximately $746.4 million and $34.1 million respectively. The financial effects of the purchase or acquisition of such Shares pursuant to the proposed Share Purchase Mandate on the audited financial statements of the Group and the Company for the financial year ended 31 December 2022 based on these assumptions are set out in paragraph 3.5 of Annexure I of the Letter to Shareholders. 10. The Ordinary Resolution set out in item 10 of the Special Business above, if passed, will renew the IPT Mandate which was last approved by shareholders on 28 April 2022, to facilitate the Company, its subsidiaries and its associated companies to enter into interested person transactions, the details of which are set out in Annexure II and Appendix A of the Letter to Shareholders. The IPT Mandate will continue in force until the conclusion of the next AGM of the Company, unless previously revoked or varied at a general meeting. Voting restriction pursuant to Rule 921(7) of the Listing Manual of SGX-ST Hong Leong Investment Holdings Pte. Ltd. and its subsidiaries, the Directors of the Company and their associates, who are also shareholders of the Company and being Interested Persons under the IPT Mandate, are required to abstain from voting at the Meeting in respect of the Ordinary Resolution set out in item 10 in relation to the proposed renewal of the IPT Mandate. IMPORTANT INFORMATION: 1. The Meeting is being convened and will be held physically (“Physical Meeting”) and by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (“Virtual Meeting”). Printed copies of this Notice will not be sent to members. Instead, it will be made available to members by electronic means via publication on the Company’s corporate website at the www.cdl.com.sg/agm. This Notice will also be made available on the SGX website at www.sgx.com/securities/company-announcements. 2. Arrangements relating to: (a) in-person attendance at the Meeting which will be held at Ballroom 1, Orchard Hotel Singapore, 442 Orchard Road, Singapore 238879 (including arrangements by which members or their appointed proxy/proxies can preregister for the Physical Meeting); (b) attendance at the Meeting via electronic means (including arrangements by which the Virtual Meeting can be electronically accessed via “live” audio-visual webcast); CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2022 282 283 OTHER INFORMATION
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