NOTICE OF ANNUAL GENERAL MEETING 5. With reference to item 4(c) of the Ordinary Business above, Ms Tang Ai Ai Mrs Wong Ai Ai will, upon re-election as a Director of the Company, remain as Chairman of the NRC and a member of the ARC. Mrs Wong is considered independent for the purposes of Rule 704(8) of the Listing Manual of SGX-ST. 6. With reference to item 5(a) of the Ordinary Business above, Ms Young Jennifer Duong will, upon re-election as a Director of the Company, remain as a member of each of the ARC and the Board Sustainability Committee (“BSC”). Ms Young is considered independent for the purposes of Rule 704(8) of the Listing Manual of SGX-ST. 7. With reference to item 5(b) of the Ordinary Business above, Ms Wong Su Yen will, upon re-election as a Director of the Company, remain as a member of each of the NRC and the BSC. 8. The Ordinary Resolution set out in item 7 of the Special Business above, if passed, will empower the Directors of the Company from the date of the AGM 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 8 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. 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 10 March 2025 (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 89,340,173 Ordinary Shares (representing 10% of the total number of issued Ordinary Shares of the Company, disregarding the Ordinary Shares held in treasury) and 26,800,815 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 89,340,173 Ordinary Shares at the Maximum Price of $5.28 for one Ordinary Share (being the price equivalent to 105% of the Average Closing Price as at the Latest Practicable Date) and 26,800,815 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 89,340,173 Ordinary Shares and 26,800,815 Preference Shares is approximately $471.7 million and $27.6 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 FY 2024 based on these assumptions are set out in paragraph 3.5 of Annexure I of the Letter to Shareholders. CITY DEVELOPMENTS LIMITED 232 OTHER INFORMATION
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