NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING 5. With reference to item 4(c) of the Ordinary Business above, Mr Lee Jee Cheng Philip will, upon re-election as a Director of the Company, remain as Lead Independent Director, chairman of the Audit & Risk Committee (“ARC”), and a member of each of the NC and Remuneration Committee (“RC”). Mr Philip Lee is considered independent for the purposes of Rule 704(8) of the Listing Manual of SGX-ST. 6. With reference to item 4(d) of the Ordinary Business above, Ms Chan Swee Liang Carolina (Carol Fong) will, upon re-election as a Director of the Company, remain as Independent Non-Executive Director, chairman of the RC and a member of the ARC. Ms Chan is considered independent for the purposes of Rule 704(8) of the Listing Manual of SGX-ST. 7. The Ordinary Resolution set out in item 6 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. 8. The Ordinary Resolution set out in item 7 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 29 February 2024 (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 29,778,683 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 $6.28 for one Ordinary Share (being the price equivalent to 105% of the Average Closing Price as at the Latest Practicable Date) and 29,778,683 Preference Shares at the Maximum Price of $1.04 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 29,778,683 Preference Shares is approximately $569.5 million and $31.0 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 2023 based on these assumptions are set out in paragraph 3.5 of Annexure I of the Letter to Shareholders. 9. The Ordinary Resolution set out in item 8 of the Special Business above, if passed, will renew the IPT Mandate which was last approved by shareholders on 26 April 2023, 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 8 in relation to the proposed renewal of the IPT Mandate. IMPORTANT INFORMATION: Format of Meeting Attendees are required to bring along their NRIC/Passport so as to enable the Company to verify their identities. 1. The Meeting will be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908 (“Physical Meeting”) and using virtual meeting technology (“Virtual Meeting”). Shareholders, including CPFIS and SRS investors and (where applicable) duly appointed proxies and representatives will be able to ask questions and vote at the Meeting. Printed copies of this Notice and the accompanying proxy form will be sent by post to members. These documents will also be published on the Company’s corporate website at www.cdl.com.sg/agm and the SGX website at www. sgx.com/securities/company-announcements. Access to Documents 2. Arrangements relating to the attendance at the Physical Meeting and the Virtual Meeting are set out in the accompanying Company’s announcement dated 26 March 2024. 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. The Annual Report 2023 and the Letter to Shareholders dated 26 March 2024 (“Letter to Shareholders”) are available on the Company’s corporate website as follows: (a) the Annual Report 2023 may be accessed at www.cdl.com.sg/annualreports by clicking on the hyperlink for “Annual Report 2023”; and (b) the Letter to Shareholders may be accessed at www.cdl.com.sg/agm by clicking on the hyperlink for “Letter to Shareholders dated 26 March 2024”. The above documents may also be accessed on the SGX website at www.sgx.com/securities/companyannouncements. Members may request for printed copies of these documents by (i) completing and submitting the Request Form sent to them by post, or (ii) sending an email to the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at [email protected] with “Request for printed copies of the Annual Report 2023 and Letter to Shareholders” as the subject of the email, state their full names (as per CDP, CPFIS, SRS investors and/or scrip-based records), mailing address, telephone or mobile numbers, and the manner in which the shares are held, by 5.00 p.m. on 9 April 2024. ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED 279 278 OTHER INFORMATION OTHER INFORMATION
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