CORPORATE GOVERNANCE shareholder(s), are set out in a separate announcement to be released by the Company on SGXNet. Voting at General Meetings (Provision 11.4) Shareholders are given the opportunity to vote at general meetings either in person or in absentia by way of appointed proxy(ies). However, as the authentication of shareholder identity information and other related integrity issues still remain a concern, the Company has decided, for the time being, not to implement voting in absentia by electronic means. Pursuant to Listing Rule 730A(2), all resolutions to be proposed at general meetings and at any adjournment thereof shall be put to the vote by way of poll. Electronic poll voting will be conducted at the 2025 AGM. In support of greater transparency and to allow for a more efficient voting system, the Company has been conducting electronic poll voting since the 2012 AGM (except the 2020 AGM and the 2021 AGM in view of the Covid-19 situation). With electronic poll voting, shareholders present or represented by proxy (in person or using virtual meeting technology) at the meeting will be entitled to vote on a ‘one-share, one-vote’ basis. The voting results of all votes cast in respect of each resolution will also be instantaneously displayed on screen at the meeting. The detailed results setting out the number of votes cast for and against each resolution and the respective percentages will be announced via SGXNet after the AGM. An external firm is appointed as scrutineers for the AGM voting process, which is independent of the firm appointed to undertake the electronic poll voting process. Minutes of General Meetings (Provision 11.5) The Company also maintains minutes of its general meetings, which include the key comments and queries raised by shareholders and the responses from the Board, Management and/or the external auditors. The minutes of the general meetings are available on the Company’s corporate website and the SGX website within one month after the meetings. Dividend Policy (Provision 11.6) The Company has formalised its dividend policy which aims to provide a return to shareholders at least once a year through the payment of dividends, after taking into account the Group’s financial performance, short and long-term capital requirements, future investment plans, general global and business economic conditions and any regulatory factors. The Board endeavours to maintain a balance between meeting shareholders’ expectations and prudent capital management with a sustainable dividend policy. The Board will review the dividend policy from time to time and reserves the right to modify, amend and update the policy. In line with the Company’s dividend policy, the Board has recommended a final ordinary dividend of $0.08 per share. This will bring the total dividends for FY 2024 to $0.10 per share. The dividend payouts in the current and past four years are set out in the ‘Five Year Financial Summary’ section of the annual report. Principle 12: Engagement with Shareholders The Company notifies its investors in advance of its financial results release dates via SGXNet. In 2024, the half-year results were released within 45 days of 30 June 2024 and the full year results within 60 days of the financial year end of 31 December 2024. The dates of the Company’s notifications and release of its financial results are set out in the ‘Calendar of Financial Events’ section of the annual report. In presenting the Group’s financial results, the Board aims to provide investors with a balanced and understandable assessment of the Group’s performance and financial position, along with a commentary on significant trends and competitive conditions in the industries in which it operates as at the date of the announcement. For the financial year under review, the Group CEO and the Group CFO provided assurance to the ARC and the Board on the integrity of the half-year unaudited financial statements and the Board in turn provided a negative assurance confirmation in respect of the unaudited financial statements for the half-year in accordance with the regulatory requirements. The Company ensures that investors are notified of all material information in an accurate and timely manner. Should an inadvertent disclosure be made to a select group, the Company will release the same information as promptly as possible via SGXNet. The financial statements and other presentation materials presented at the Company’s general meetings, including material and price-sensitive information, are disseminated and publicly released via SGXNet on a timely basis. All shareholders are notified of general meetings and the documents relating thereto which are available on the Company’s and SGX websites. In 2024, the following documents were made available to shareholders solely by electronic means via publication on the (i) Company’s corporate website and (ii) SGXNet: • Notice of the Company’s 2024 AGM; • Proxy Form for 2024 AGM; • Annual Report 2023; and • Letter to Shareholders dated 26 March 2024, in relation to the (a) proposed renewal of the share purchase mandate; and (b) proposed renewal of the IPT mandate for interested person transactions. CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 28
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