Minutes of the 48th Annual General Meeting held on 24 October 2024

ANNUAL GENERAL MEETING::VOLUNTARY

Issuer & Securities

Issuer/ Manager

GUOCOLAND LIMITED

Security

GUOCOLAND LIMITED - SG1R95002270 - F17

Announcement Details

Announcement Title

Annual General Meeting

Date &Time of Broadcast

22-Nov-2024 12:20:03

Status

New

Announcement Reference

SG241122MEETIAV0

Submitted By (Co./ Ind. Name)

Mary Goh Swon Ping

Designation

Group Company Secretary

Financial Year End 30/06/2024

Event Narrative

Event Dates

Meeting Date and Time

24/10/2024 14:30:00

Response Deadline Date

21/10/2024 14:30:00

Event Venue(s)

Place

Attachments

2024 AGM Mins v2 n Annexure A - F211124.pdf

Total size =234K MB

https://links.sgx.com/1.0.0/corporate-announcements/4JQ6G4UDY6CE8613/35b44533a30d4406b3aa797b7235a9293321aa5e0149106d3b626a… 1/1

GUOCOLAND LIMITED

Company Registration No. 197600660W

(Incorporated in the Republic of Singapore)

(the "Company")

Minutes of the 48th Annual General Meeting ("AGM") of the Company held at MICE Room 1, Network Hub Level 2, Guoco Midtown, 128 Beach Road, Singapore 189773 on Thursday, 24 October 2024 at 2.30 pm with Mr Kwek Leng Hai presiding as Chairman of the 48th AGM. Also present were Directors, Company Secretary, Group Chief Financial Officer, External Auditors, Shareholders, Representatives/Proxies of Shareholders, Nominees of CPF/SRS, invited Guests/Observers as recorded in the Register of Attendance.

1. PRELIMINARY
   The Company Secretary briefed the Meeting on the house-keeping rules to facilitate smooth running of the 48th AGM.
2. DIRECTORS ABSENT WITH APOLOGIES
   The Chairman of the Board and the Company, Mr Quek Leng Chan, and another Director, Mr Quek Kon Sean, sent their apologies for not being able to attend the AGM. Mr Kwek Leng Hai, a Director of the Company, chaired this AGM.
3. QUORUM

1. The Company Secretary confirmed that a quorum was present and the Chairman declared the 48th AGM open at 2.30 pm. He welcomed Shareholders to the 48th AGM of the Company.
2. In compliance with Provision 11.1 of the Code of Corporate Governance 2018, a video presentation on electronic poll voting procedures was presented to Shareholders.

1. NOTICE OF AGM
   The Notice of the 48th AGM dated 25 September 2024 convening the Meeting, which had been despatched to Shareholders and published on the Company's website, the SGXNET and The Business Times, was taken as read.
2. VOTING BY POLL

1. The Company Secretary informed Shareholders that voting on all the Resolutions at the 48th AGM would be conducted by electronic poll, which Shareholders had been briefed on the voting procedure earlier.
2. The Chairman informed that he had been appointed by several Shareholders as their proxies and he would be voting in accordance with their specific instructions. The Chairman proposed for all the Resolutions tabled at the 48th AGM.

6. AGENDA ITEMS

The Chairman proceeded with the following items of the Agenda as set out in the Notice of the 48th AGM:

ORDINARY BUSINESS

6.1 AGENDA ITEM 1

DIRECTORS' STATEMENT, AUDITORS' REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024

The Directors' Statement, Auditors' Report and audited Financial Statements for the financial year ended 30 June 2024 were laid before Shareholders at the 48th AGM.

Page 1

GUOCOLAND LIMITED

Minutes of the 48th AGM held on 24 Oct 2024

1. AGENDA ITEM 2
   ORDINARY RESOLUTION 1 : DECLARATION OF A FIRST AND FINAL DIVIDEND
   Resolution 1 was to declare a first and final one-tier tax exempt dividend of 6 cents per ordinary share in respect of the financial year ended 30 June 2024.
2. AGENDA ITEM 3
   ORDINARY RESOLUTION 2 : APPROVAL OF DIRECTOR FEES
   Resolution 2 was to approve the payment of Director fees of S$501,984 for the financial year ended 30 June 2024.
3. AGENDA ITEM 4
   ORDINARY RESOLUTION 3 : RE-ELECTION OF MS CHRISTINE FELLOWES AS A DIRECTOR PURSUANT TO ARTICLE 114 OF THE COMPANY'S CONSTITUTION
   Resolution 3 was to re-elect Ms Christine Fellowes as a Director of the Company. Ms Fellowes was appointed as a Director of the Company on 25 January 2024 and being eligible, she offered herself for re-election.
4. AGENDA ITEM 5
   ORDINARY RESOLUTIONS 4 TO 6 : RE-ELECTION OF DIRECTORS RETIRING BY ROTATION PURSUANT TO ARTICLE 109 OF THE COMPANY'S CONSTITUTION
   Resolutions 4 to 6 were in relation to the re-election of Directors who were retiring by rotation at the 48th AGM pursuant to the Company's Constitution. Detailed information on these Directors had been set out in the Company's Annual Report 2024.
5. 1. ORDINARY RESOLUTION 4 : RE-ELECTION OF MR QUEK LENG CHAN AS A DIRECTOR
      Resolution 4 was to re-elect Mr Quek Leng Chan as a Director of the Company. Mr Quek, retiring by rotation in accordance with the Company's Constitution and being eligible, offered himself for re-election.
   2. ORDINARY RESOLUTION 5 : RE-ELECTION OF MR KWEK LENG HAI AS A DIRECTOR
      Resolution 5 was to re-elect Mr Kwek Leng Hai as a Director of the Company. Mr Kwek, retiring by rotation in accordance with the Company's Constitution and being eligible, offered himself for re-election.
   3. ORDINARY RESOLUTION 6 : RE-ELECTION OF MR WEE LIENG SENG AS A DIRECTOR
      Resolution 6 was to re-elect Mr Wee Lieng Seng as a Director of the Company. Mr Wee, retiring by rotation in accordance with the Company's Constitution and being eligible, offered himself for re-election.
6. AGENDA ITEM 6
   ORDINARY RESOLUTION 7 : RE-APPOINTMENT OF MESSRS KPMG LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
   Resolution 7 was to re-appoint Messrs KPMG LLP as Auditors of the Company to hold office until the next AGM and to authorise the Directors to fix their remuneration.
   SPECIAL BUSINESS
7. AGENDA ITEM 7
   ORDINARY RESOLUTION 8 : AUTHORITY FOR THE DIRECTORS TO ISSUE SHARES IN THE COMPANY
   Resolution 8 was to authorise the Directors to issue Shares; details of which had been set out in the Notice of the 48th AGM.

Page 2

GUOCOLAND LIMITED

Minutes of the 48th AGM held on 24 Oct 2024

6.8 AGENDA ITEM 8

ORDINARY RESOLUTION 9 : RENEWAL OF SHARE PURCHASE MANDATE

Resolution 9 as set out in the Notice of the 48th AGM, was on the renewal of share purchase mandate of the Company. The relevant details were set out in the Letter to Shareholders in relation to the Proposed Renewal of the Share Purchase Mandate which had been made available to Shareholders on the Company's website as well as on the SGXNET.

1. QUESTIONS & ANSWERS
   As all the Resolutions had been proposed, the Chairman proceeded to open the floor for questions. A summary of the questions asked and the responses to them is annexed hereto as Annexure A.
2. VOTING & RESULTS OF THE POLL

1. As all the agenda items in the Notice of the 48th AGM had been dealt with, the Meeting proceeded to conduct the poll voting. The Company Secretary reminded Shareholders to cast their votes on the Resolutions tabled at the 48th AGM.
2. After the poll results were being verified by the Scrutineer, the results of the poll for Resolutions 1 to 9 were presented.
3. Based on the following results of the poll, the Chairman declared Resolutions 1 to 9 carried:

ORDINARY BUSINESS

1. ORDINARY RESOLUTION 1 : DECLARATION OF A FIRST AND FINAL DIVIDEND

IT WAS RESOLVED THAT the declaration of a first and final tax exempt one-tier dividend of 6 cents per ordinary share in respect of the financial year ended 30 June 2024 be approved.

(b) ORDINARY RESOLUTION 2 : APPROVAL OF DIRECTOR FEES

IT WAS RESOLVED THAT the payment of Director fees of S$501,984 for the financial year ended 30 June 2024 be approved.

(c) ORDINARY RESOLUTION 3 : RE-ELECTION OF MS CHRISTINE FELLOWES AS A DIRECTOR

IT WAS RESOLVED THAT Ms Christine Fellowes, retiring pursuant to Article 114 of the Company's Constitution, be re-elected as a Director of the Company.

Page 3

GUOCOLAND LIMITED

Minutes of the 48th AGM held on 24 Oct 2024

(d) ORDINARY RESOLUTION 4 : RE-ELECTION OF MR QUEK LENG CHAN AS A DIRECTOR

IT WAS RESOLVED THAT Mr Quek Leng Chan, retiring by rotation pursuant to Article 109 of the Company's Constitution, be re-elected as a Director of the Company.

(e) ORDINARY RESOLUTION 5 : RE-ELECTION OF MR KWEK LENG HAI AS A DIRECTOR

IT WAS RESOLVED THAT Mr Kwek Leng Hai, retiring by rotation pursuant to Article 109 of the Company's Constitution, be re-elected as a Director of the Company.

1. ORDINARY RESOLUTION 6 : RE-ELECTION OF MR WEE LIENG SENG AS A DIRECTOR

IT WAS RESOLVED THAT Mr Wee Lieng Seng, retiring by rotation pursuant to Article 109 of the Company's Constitution, be re-elected as a Director of the Company.

(g) ORDINARY RESOLUTION 7 : RE-APPOINTMENT OF MESSRS KPMG LLP AS AUDITORS OF THE COMPANY

AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

IT WAS RESOLVED THAT Messrs KPMG LLP be re-appointed as Auditors of the Company to hold office until the next AGM and the Directors be authorised to fix their remuneration.

SPECIAL BUSINESS

(h) ORDINARY RESOLUTION 8 : AUTHORITY FOR THE DIRECTORS TO ISSUE SHARES IN THE COMPANY

("SGX-ST"), authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or

Page 4

GUOCOLAND LIMITED

Minutes of the 48th AGM held on 24 Oct 2024

1. make or grant offers, agreements or options (collectively, "Instruments") that might or would require 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 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

1. (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:

1. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent. (50%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall be less than ten per cent. (10%) of the total number of issued Shares, excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (2) below);
2. (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:
3. 1. new 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 Resolution is passed; and
   2. any subsequent bonus issue, consolidation or subdivision of Shares,

and, in sub-paragraph (1) above and this sub-paragraph (2), "subsidiary holdings" has the meaning given to it in the Listing Manual of the SGX-ST;

1. 1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
   2. unless varied or revoked by the Company in a general meeting, the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.
2. ORDINARY RESOLUTION 9 : RENEWAL OF SHARE PURCHASE MANDATE

1. for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all powers of the Company to purchase or otherwise acquire Shares not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereinafter defined), whether by way of:

Page 5

GUOCOLAND LIMITED

Minutes of the 48th AGM held on 24 Oct 2024

1. on-marketpurchases (each a "Market Purchase") on the SGX-ST; and/or
2. off-marketpurchases (each an "Off-MarketPurchase") effected otherwise than on the
   SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

1. unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
2. 1. the date on which the next AGM of the Company is held or required by law to be held; or
   2. the date on which the purchases of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;
3. in this Resolution:
   "Prescribed Limit" means that number of issued Shares representing ten per cent. (10%) of the total issued Shares as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings); and
   "Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, applicable goods and services tax, stamp duties and other related expenses) not exceeding:
4. 1. in the case of a Market Purchase, five per cent. (5%) above the average of the closing market prices of the Shares over the last five (5) market days, on which transactions in the Shares were recorded, before the day on which the Market Purchase was made by the Company, and deemed to be adjusted for any corporate action that occurs during the relevant five (5) market days period and the day on which the purchases are made; and
   2. in the case of an Off-Market Purchase pursuant to an equal access scheme, twenty per cent. (20%) above the average of the closing market prices of the Shares over the five (5) market days, on which transactions in the Shares were recorded, before the day on which the Company makes an announcement of an offer under an Off-Market Purchase scheme, and deemed to be adjusted for any corporate action that occurs during the relevant five (5) market days period and the day on which the offer is made; and
5. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.

9. CONCLUSION

There being no other business and as no notice had been received for any other business that may properly be transacted at this Meeting, the Chairman informed Shareholders that the business of the 48th AGM had been concluded and he declared the 48th AGM closed at 3.50 pm. He thanked Shareholders for their interest in the Company and attendance at the 48th AGM.

Confirmed as a true record of the proceedings.

KWEK LENG HAI

Chairman of the 48th AGM

Page 6

GUOCOLAND LIMITED

Annexure A

SUMMARY OF QUESTIONS AND RESPONSES AT THE 48TH ANNUAL GENERAL MEETING HELD ON 24 OCTOBER 2024

Substantial and relevant comments/queries from Shareholders at the 48th Annual General Meeting ("AGM") of GuocoLand Limited ("GuocoLand" or the "Company") and its subsidiaries (the "Group") and responses from the Company's Board of Directors ("Board") and Management are set out below:

Question 1

Shareholder referred to the gap between GuocoLand's net asset value (NAV) and its share price and enquired about the steps being taken by GuocoLand to achieve a higher valuation. The Shareholder suggested floating a REIT or other restructuring options to lift valuations.

Response

Mr Cheng Hsing Yao, Group Chief Executive Officer ("GCEO"), replied that GuocoLand's strategy is to grow both twin engines of Property Investment and Property Development to maintain the long-term value and competitiveness of the Group. Investment assets now form more than half of its total assets, making the Group a major investment holding company with strong performing assets. The GCEO shared that GuocoLand has deep end-to-end capabilities across the real estate value chain that enable the Group to create outstanding assets and maintain resilience. Restructuring GuocoLand may create some value in the short term but could result in breaking up of the value chain which could impact the long-term competitiveness of the Group. The Group remains open to consider suitable restructuring options under the right market conditions.

Question 2

Shareholder commented that dividends remain as 6 cents per share over the last five years despite achieving good performance and enquired about the Company's dividend policy.

Response

The GCEO replied that GuocoLand's dividend policy aims to create long-term value for shareholders, by balancing between ensuring a sustainable dividend, while preserving enough cash for future growth when there are opportunities.

Question 3

Shareholder noted that GuocoLand has performed well operationally in FY2024 and enquired about the increase in the Group's finance costs and cost of sales, the Group's funding cost, including its perpetual securities, the proportion of the Group's fixed and floating rates borrowings, as well as the Group's plans to reduce its interest costs.

Response

Mr Andrew Chew, Group Chief Financial Officer ("GCFO") replied that the increase was mainly due to the recognition of the finance cost for the Guoco Midtown project in the profit & loss statement, which was previously capitalised prior to its completion, in accordance with accounting standards. Cost of land is a large proportion of the development cost, and this as well as construction costs have increased since the COVID-19 pandemic, contributing to the increase in cost of sales. In addition, cost of sales in FY2024 included provisions made for the development properties in China.

GuocoLand's loans are backed by a resilient portfolio of high-quality investment properties with strong operating performance and stable, growing cash flows, as well as development properties with strong sales achieved. These will facilitate the continuous and progressive paying down of its loans and borrowings. On average, fixed interest rate loans make up approximately 30% of debt. The Group's loans and borrowings bore interest ranging from 3% to 5% per annum as at 30 June 2024 while its perpetual securities bear distributions at a rate of 4.6% per annum.

Question 4

Shareholder noted that while FY2024 profit was lower, tax was higher, as compared to FY2023 and enquired for the reasons.

Response

The GCFO explained that there were higher fair value gains in FY2023 as compared to FY2024, hence, leading to higher profit in FY2023. These were unrealized profit and hence, not taxable. In addition, there were tax provisions made in the Group's China operations for land appreciation, fair value gains from the transfer of asset from development properties to investment properties, and there were certain expenses and provisions that were not deductible for tax purpose.

Page 7