(Constituted in the Republic of Singapore pursuant to a trust deed dated 12 July 2007 (as amended))
MINUTES OF ANNUAL GENERAL MEETING HELD ON 21 APRIL 2025Date : 21 April 2025
Time : 10.00 a.m.
Place : Antica Ballroom, Level 2, Orchard Rendezvous Hotel, 1 Tanglin Road,
Singapore 247905
Present : As per attendance list of unitholders and proxies
Chairman of the Meeting : Mr. Ho Kian Guan, Independent Director and Chairman of the Board of
Directors of Parkway Trust Management Limited
In attendance : Parkway Trust Management Limited, as manager of Parkway Life Real
Estate Investment Trust ("Parkway Life REIT" and as manager of Parkway Life REIT, the "Manager")
Mr. Ho Kian Guan, Independent Director and Chairman Ms. Cheah Sui Ling, Independent Director
Ms. Theresa Goh Cheng Keow, Independent Director Dato' Sri Muthanna Bin Abdullah, Non-Executive Director Mr. Tomo Nagahiro, Non-Executive Director
Dr. Prem Kumar Nair, Non-Executive Director
Dr. Chow Chorng Ann Peter, Non-Executive Director
Mr. Yong Yean Chau, Executive Director and Chief Executive Officer Mr. Loo Hock Leong, Chief Financial Officer and Chief Operating Officer
Ms. Chan Wan Mei, Company Secretary Ms. Chan Lai Yin, Company Secretary
Representatives of HSBC Institutional Trust Services (Singapore) Limited, as trustee of Parkway Life REIT (the "Trustee"), representatives of KPMG LLP, as independent auditor and tax adviser of Parkway Life REIT, and representatives of Allen & Gledhill LLP, as legal adviser of the Manager
As per attendance list.
INTRODUCTION
On behalf of Parkway Trust Management Limited, the Manager of Parkway Life REIT, the emcee of the meeting welcomed the unitholders of Parkway Life REIT (the "Unitholders") to the Annual General Meeting of Parkway Life REIT (the "Meeting"). The emcee introduced the panel who joined the Meeting, comprising the Board of Directors of the Manager ("Board"), the Executive Director and Chief Executive Officer and the Chief Financial Officer and Chief Operating Officer of the Manager, as well as other attendees, including the Company Secretaries of the Manager, representatives from the trustee of Parkway Life REIT, HSBC Institutional Trust Services (Singapore) Limited, representatives from the independent auditor and tax adviser of Parkway Life REIT, KPMG LLP, and representatives from the legal adviser of the Manager, Allen & Gledhill LLP.
Mr. Yong Yean Chau, the Executive Director and Chief Executive Officer of the Manager, presented the operating and financial performance of Parkway Life REIT for the financial year ended 31 December 2024.
Following the presentation, the proceedings of the Meeting were handed over to Mr. Ho Kian Guan ("Mr. Ho"), the Independent Director and Chairman of the Board, who had been nominated by the Trustee to preside as Chairman of the Meeting (the "Chairman") in accordance with the trust deed constituting Parkway Life REIT (as amended).
On behalf of the Board, Mr. Ho expressed appreciation to Dr. Jennifer Lee Gek Choo who retired from the Board effective 21 February 2025.
QUORUM
As a quorum was present, the Chairman declared the Meeting open.
NOTICE OF MEETING
With the consent of the Unitholders present at the Meeting, the Notice convening the Meeting dated 28 March 2025 was taken as read.
VOTING BY POLL
The Chairman outlined the procedure for the conduct of the Meeting and informed the Unitholders that all resolutions put to vote at the Meeting would be conducted by way of electronic poll using a wireless hand-held device. With regard to voting at the Meeting, he clarified that, as Chairman of the Meeting, he had also been appointed as proxy and would vote in accordance with the instructions of the Unitholders.
The Chairman further informed the Unitholders that responses to the substantial and relevant questions submitted by the Unitholders prior to the Meeting had been published via SGXNET and Parkway Life REIT's corporate website on 14 April 2025.
For the conduct of the poll, the Chairman mentioned that Reliance 3P Advisory Pte. Ltd. had been appointed as Scrutineer and Boardroom Corporate & Advisory Services Pte. Ltd. had been appointed as Polling Agent. A video clip on the electronic polling process was displayed on the screen for the Unitholders, and a test resolution was conducted.
Following the test resolution, the Chairman proceeded to table the resolutions.
ORDINARY BUSINESS
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ORDINARY RESOLUTION 1 - TO RECEIVE AND ADOPT THE REPORT OF THE TRUSTEE, THE STATEMENT BY THE MANAGER AND THE AUDITED FINANCIAL STATEMENTS OF PARKWAY LIFE REIT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 TOGETHER WITH THE AUDITORS' REPORT THEREON
The Meeting proceeded with the first agenda to receive and adopt the Report of the Trustee, the Statement by the Manager and the Audited Financial Statements of Parkway Life REIT for the financial year ended 31 December 2024 together with the Auditors' Report thereon.
The Chairman (as proxyholder) proposed the motion for Resolution 1 which was seconded by a Unitholder. After dealing with questions from the Unitholders, the notes of which were annexed hereto, the Chairman put Resolution 1 to vote by poll.
The results in respect of Resolution 1 were as follows:-
RESOLUTION 1
NO. OF UNITS
PERCENTAGE1
VOTES FOR
403,141,785
100.00%
VOTES AGAINST
17,300
0.00%
TOTAL NO. OF VALID VOTES
403,159,085
100.00%
Based on the results of the poll, the Chairman declared that Resolution 1 was carried and RESOLVED:
That the Report of the Trustee, the Statement by the Manager and the Audited Financial Statements of Parkway Life REIT for the financial year ended 31 December 2024 together with the Auditors' Report thereon be and is hereby received and adopted.
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ORDINARY RESOLUTION 2 - RE-APPOINTMENT OF AUDITORS AND AUTHORISATION OF THE MANAGER TO FIX THE AUDITORS' REMUNERATION
Resolution 2 was to re-appoint KPMG LLP as the Independent Auditor of Parkway Life REIT and to hold office until the conclusion of the next annual general meeting of Parkway Life REIT and to authorise the Manager to fix their remuneration.
KPMG LLP had expressed their willingness to continue in office.
The Chairman (as proxyholder) proposed the motion for Resolution 2 which was seconded by a Unitholder. After dealing with questions from the Unitholders, the notes of which were annexed hereto, the Chairman of the Meeting put Resolution 2 to vote by poll.
The results in respect of Resolution 2 were as follows:-
RESOLUTION 2
NO. OF UNITS
PERCENTAGE1
VOTES FOR
395,332,420
98.05%
VOTES AGAINST
7,842,757
1.95%
TOTAL NO. OF VALID VOTES
403,175,177
100.00%
Based on the results of the poll, the Chairman declared that Resolution 2 was carried and RESOLVED:
That KPMG LLP be and is hereby re-appointed as the Independent Auditor of Parkway Life REIT and to hold office until the conclusion of the next annual general meeting of Parkway Life REIT and the Manager be authorised to fix their remuneration.
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ORDINARY RESOLUTION 3 - TO ENDORSE THE APPOINTMENT OF MR. HO KIAN GUAN AS DIRECTOR OF THE MANAGER
Resolution 3 was to endorse the appointment of Mr. Ho Kian Guan as director of the Manager. Upon endorsement, Mr. Ho would continue to serve as an Independent Director, Chairman of the Board of Directors and Member of the Audit and Risk Committee of the Manager. As Mr. Ho was
1The percentage of the total number of votes for and against the resolutions set out in this minutes is rounded to the nearest two (2) decimal points.
the subject of Resolution 3, Ms. Cheah Sui Ling ("Ms. Cheah"), the Chairperson of the Audit and Risk Committee of the Manager, presided over the proceedings on Resolution 3.
Ms. Cheah proposed the motion for Resolution 3 which was seconded by a Unitholder. There being no question raised by the Unitholders, Ms. Cheah put Resolution 3 to vote by poll.
The results in respect of Resolution 3 were as follows:-
RESOLUTION 3
NO. OF UNITS
PERCENTAGE1
VOTES FOR
376,033,641
93.26%
VOTES AGAINST
27,191,211
6.74%
TOTAL NO. OF VALID VOTES
403,224,852
100.00%
Based on the results of the poll, Ms. Cheah declared that Resolution 3 was carried and RESOLVED:
That the appointment of Mr. Ho Kian Guan as a Director of the Manager be endorsed.
Ms. Cheah handed over the chair of the Meeting to Mr. Ho who continued to chair the remaining resolutions.
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ORDINARY RESOLUTION 4 - TO ENDORSE THE APPOINTMENT OF MS. THERESA GOH CHENG KEOW AS DIRECTOR OF THE MANAGER
Resolution 4 was to endorse the appointment of Ms. Theresa Goh Cheng Keow as director of the Manager. Upon endorsement, Ms. Goh would continue to serve as an Independent Director, Chairperson of the Nominating and Remuneration Committee and Member of the Audit and Risk Committee of the Manager.
The Chairman (as proxyholder) proposed the motion for Resolution 4 which was seconded by a Unitholder. There being no question raised by the Unitholders, the Chairman put Resolution 4 to vote by poll.
The results in respect of Resolution 4 were as follows:-
RESOLUTION 4
NO. OF UNITS
PERCENTAGE1
VOTES FOR
384,323,522
95.32%
VOTES AGAINST
18,883,265
4.68%
TOTAL NO. OF VALID VOTES
403,206,787
100.00%
Based on the results of the poll, the Chairman declared that Resolution 4 was carried and RESOLVED:
That the appointment of Ms. Theresa Goh Cheng Keow as a Director of the Manager be endorsed.
SPECIAL BUSINESS
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ORDINARY RESOLUTION 5 - TO AUTHORISE THE MANAGER TO ISSUE UNITS AND TO MAKE OR GRANT CONVERTIBLE INSTRUMENTS
Resolution 5 was to authorise the Manager to issue Units of Parkway Life REIT and to make or grant convertible instruments.
The Chairman (as proxyholder) proposed the motion for Resolution 5 which was seconded by a Unitholder. There being no question raised by the Unitholders, the Chairman put Resolution 5 to vote by poll.
The results in respect of Resolution 5 were as follows:-
RESOLUTION 5
NO. OF UNITS
PERCENTAGE1
VOTES FOR
395,467,812
98.11%
VOTES AGAINST
7,606,240
1.89%
TOTAL NO. OF VALID VOTES
403,074,052
100.00%
Based on the results of the poll, the Chairman declared that Resolution 5 was carried and RESOLVED:
That authority be and is hereby given to the Manager to:
(i) issue units in Parkway Life REIT ("Units") whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Units (collectively, "Instruments"),
at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and
issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),
provided that:
the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent. (50%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty per cent (20%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below);
subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (the "SGX-ST") for the purpose of determining the aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units shall be based on the total number of issued Units at the time this Resolution is passed, after adjusting for: