General Announcement::Minutes of Annual General Meeting held on 28 July 2021

BUKIT SEMBAWANG ESTATES LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 196700177M

(the "Company")

55TH ANNUAL GENERAL MEETING

MINUTES OF THE 55TH ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD BY WAY OF ELECTRONIC MEANS ON WEDNESDAY, 28 JULY 2021 AT 10.30 A.M.

PRESENT:
Mr Koh Poh Tiong	:	Chairman and Independent Director
Mr Ong Sim Ho	:	Independent Director (via webcast)
Mr Lee Chien Shih	:	Non-Executive Director (via webcast)
Ms Fam Lee San	:	Non-Executive Director (via webcast)
Mr Chng Kiong Huat	:	Non-Executive Director (via webcast)
Mr Charles Chow Kim Ghee	:	Chief Operating Officer
Ms Lim Mei Hua Lotus Isabella	:	Company Secretary (via webcast)

MEMBERS

As per attendance record maintained by the Company.

IN ATTENDANCE

As per attendance record maintained by the Company.

CHAIRMAN

Mr Koh Poh Tiong took the Chair. On behalf of the Board, the Chairman extended a warm welcome to members who attended the meeting which was held via webcast due to the COVID-19 restriction orders.

There being a quorum present, the Chairman called the meeting to order, and proceeded with the formal business of the AGM.

NOTICE OF MEETING

The Notice of the meeting, having been published on SGXNET and the Company's website on 6 July 2021, was taken as read.

VOTING BY WAY OF A POLL

The Chairman advised all members present that pursuant to the requirements of the Listing Rules of the Singapore Exchange Trading Securities Limited, all resolutions for this meeting would be put to the vote, by way of a poll.

The Chairman further advised that, with that in view, Janusys Consultants Pte Ltd. had been appointed Scrutineers, for the conduct of the poll. Members, who wished to vote on the resolutions, had appointed the Chairman of the meeting as their proxy to vote on their behalf, in accordance with the COVID-19 alternative arrangements for meetings. Based on the proxy forms received by the Company, the proxy votes were collected and counted. The poll votes had been validated by the Company's appointed scrutineer.

PRESENTATION BY CHIEF OPERATING OFFICER

The Chairman invited the Chief Operating Officer, Mr Charles Chow Kim Ghee, to present the business updates of the Group. Mr Chow delivered the presentation using slides (as annexed and marked as Appendix 1) which covered "Financial Highlights", "Awards and Accolades", "Projects' Construction Progress & Sales Status" and "Looking Forward: Business Plans".

Bukit Sembawang Estates Limited

Minutes of the 55th Annual General Meeting held on 28 July 2021

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QUESTIONS FROM MEMBERS

The Company had received questions from a few members. Substantial and relevant questions were answered and published on SGXNET and the Company's website on 27 July 2021. The summary of questions and answers is annexed hereto and marked as Appendix 2.

ORDINARY RESOLUTIONS

All the motions, as set out in the Notice dated 6 July 2021, convening the Annual General Meeting were duly proposed by the Chairman.

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS

The Chairman put the following motion to the meeting:

"That the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2021 and the Auditor's Report thereon be hereby adopted."

The Chairman announced the results as follows and declared Resolution 1 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,353,305		100		0		0

RESOLVED:

That the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2021 and the Auditor's Report thereon, be adopted.

FINAL DIVIDEND AND SPECIAL DIVIDEND

The Chairman put the following motion to the meeting:

"That a final dividend of 4 cents per share and a special dividend of 29 cents per share be declared for the financial year ended 31 March 2021."

The Chairman announced the results as follows and declared Resolution 2 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,353,305		100		0		0

RESOLVED:

That a final dividend of 4 cents per share and a special dividend of 29 cents per share be declared for the financial year ended 31 March 2021.

Bukit Sembawang Estates Limited

Minutes of the 55th Annual General Meeting held on 28 July 2021

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RE-ELECTION OF DIRECTOR - LEE CHIEN SHIH

The Chairman put the following motion to the meeting:

"That Mr Lee Chien Shih, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

The Chairman announced the results as follows and declared Resolution 3 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,350,205		99.998		3,100		0.002

RESOLVED:

That Mr Lee Chien Shih, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company.

RE-ELECTION OF DIRECTOR - FAM LEE SAN

The Chairman put the following motion to the meeting:

"That Ms Fam Lee San, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

The Chairman announced the results as follows and declared Resolution 4 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,243,205		99.921		110,100		0.079

RESOLVED:

That Ms Fam Lee San, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company.

RE-ELECTION OF DIRECTOR - CHNG KIONG HUAT

The Chairman put the following motion to the meeting:

"That Mr Chng Kiong Huat, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company."

Bukit Sembawang Estates Limited

Minutes of the 55th Annual General Meeting held on 28 July 2021

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The Chairman announced the results as follows and declared Resolution 5 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,353,305		100		0		0

RESOLVED:

That Mr Chng Kiong Huat, retiring by rotation pursuant to Regulation 94 of the Company's Constitution, be re-elected as Director of the Company.

DIRECTORS' FEES

The Chairman put the following motion to the meeting:

"That a sum of S$459,500/- be approved for payment as Directors' fees for the financial year ended 31 March 2021."

The Chairman announced the results as follows and declared Resolution 6 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,353,305		100		0		0

RESOLVED:

That a sum of S$459,500/- be approved for payment as Directors' fees for the financial year ended 31 March 2021.

APPOINTMENT OF AUDITOR

The Chairman addressed item 7 on the Agenda which was to re-appoint Deloitte & Touche LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

There being no other nomination, the Chairman recommended that Deloitte & Touche LLP, Certified Public Accountants, Singapore, be re-appointed as Auditor of the Company at a remuneration to be

fixed by the Directors. The Chairman put the following motion to the meeting:

"That Deloitte & Touche LLP be re-appointed as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration."

Bukit Sembawang Estates Limited

Minutes of the 55th Annual General Meeting held on 28 July 2021

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The Chairman announced the results as follows and declared Resolution 7 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		139,353,305		100		0		0

RESOLVED:

That Deloitte & Touche LLP be re-appointed as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration.

SPECIAL BUSINESS

ORDINARY RESOLUTION

GENERAL AUTHORITY TO ALLOT AND ISSUE SHARES

The Chairman advised that the Special Business of the Agenda was to consider the motion as set out in the notice convening the meeting to grant authority to the Directors to allot and issue shares in the capital of the Company pursuant to the provisions of Section 161 of the Companies Act and the listing rules of the Singapore Exchange Securities Trading Limited. The Chairman put the motion set out under "General authority to allot and issue new shares in the capital of the Company" in the Notice of AGM dated 6 July 2021 to the meeting.

The Chairman announced the results as follows and declared Resolution 8 carried:

	Total number of valid			For					Against
	votes cast			Number of shares			(%)			Number of shares			(%)
139,353,305		132,661,906		95.198		6,691,399		4.802

RESOLVED

That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and the Listing Manual of Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:

1. (i) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or

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 or exchangeable 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