NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Sixty-First Annual General Meeting (the “Meeting”) of City Developments Limited (the “Company”) will be convened and held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908 and using virtual meeting technology on Wednesday, 24 April 2024 at 10.00 a.m. for the following purposes: (A) ORDINARY BUSINESS 1. To receive the Directors’ Statement and Audited Financial Statements for the year ended 31 December (“FY”) 2023 and the Auditors’ Report thereon. 2. To declare a final one-tier tax-exempt ordinary dividend of $0.08 per ordinary share (“Final Ordinary Dividend”) for FY 2023. 3. To approve Directors’ Fees of up to $2,000,000 for the financial year ending 31 December 2024 (FY 2023: up to $2,000,000; actual paid: $1,709,723). 4. To re-elect the following Directors, who are retiring in accordance with Clause 83(a) of the Constitution of the Company and who, being eligible, offer themselves for re-election: (a) Mr Kwek Leng Beng (b) Mr Sherman Kwek Eik Tse (c) Mr Lee Jee Cheng Philip (d) Ms Chan Swee Liang Carolina (Carol Fong) Key information on the Directors who are proposed to be re-elected can be found under the sections on “Board of Directors” and “Additional Information on Directors Seeking Re-election at the 61st Annual General Meeting” of Annual Report 2023. 5. To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. (B) SPECIAL BUSINESS To consider and, if thought fit, to pass, with or without any modifications, the following resolutions which will be proposed as Ordinary Resolutions: 6. That authority be and is hereby given to the Directors to: (a) (i) issue ordinary shares of the Company whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require ordinary shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into ordinary shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and (b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased to be in force) issue ordinary shares in pursuance of any Instrument made or granted by the Directors while this Ordinary Resolution was in force, provided that: (1) the aggregate number of ordinary shares to be issued pursuant to this Ordinary Resolution (including ordinary shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution but excluding ordinary shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 50% of the total number of issued ordinary shares, excluding treasury shares and subsidiary holdings, of the Company (as calculated in accordance with paragraph (2) below), of which the aggregate number of ordinary shares to be issued other than on a pro rata basis to shareholders of the Company (including ordinary shares to be issued in pursuance of Instruments made or granted pursuant to this Ordinary Resolution but excluding ordinary shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 10% of the total number of issued ordinary shares, excluding treasury shares and subsidiary holdings, of the Company (as calculated in accordance with paragraph (2) below); (2) (subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of ordinary shares that may be issued under paragraph (1) above, the percentage of issued ordinary shares, excluding treasury shares and subsidiary holdings, shall be based on the total number of issued ordinary shares, excluding treasury shares and subsidiary holdings, of the Company at the time this Ordinary Resolution is passed, after adjusting for: (i) 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 (ii) any subsequent bonus issue, consolidation or subdivision of ordinary shares, and, in paragraph (1) above and this paragraph (2), “subsidiary holdings” has the meaning given to it in the Listing Manual of SGX-ST; (3) in exercising the authority conferred by this Ordinary Resolution, the Company shall comply with the provisions of the Listing Manual of SGX-ST for the time being in force (unless such compliance has been waived by SGX-ST) and the Constitution for the time being of the Company; and (4) (unless revoked or varied by the Company in a general meeting) the authority conferred by this Ordinary Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company (“AGM”) or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier. 7. That: (a) for the purposes of Sections 76C and 76E of the Companies Act 1967 (the “Companies Act”), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares (“Ordinary Shares”) and/or non-redeemable convertible non-cumulative preference shares (“Preference Shares”) of the Company not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of: (i) market purchases (each a “Market Purchase”) on SGX-ST; and/or (ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they may, in their absolute discretion, deem fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED 275 274 OTHER INFORMATION OTHER INFORMATION
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