Great Eastern : Minutes of Annual General Meeting held on 25 April 2024

GREAT EASTERN HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number: 199903008M)

Minutes of the Twenty-Fifth Annual General Meeting of Great Eastern Holdings Limited (hereinafter referred to as "GEH" or the "Company"; where reference is made to the Company and its consolidated subsidiaries, the term "Great Eastern" is used) held on Thursday, 25 April 2024 at 3.00 pm at 1 Pickering Street #02-02 Great Eastern Centre, Singapore 048659.

PRESENT:

Directors

Mr Soon Tit Koon, Chairman (also appointed as proxy by Members) Dr Chong Yoke Sin

Mr Lee Kok Keng Andrew

Mr George Lee Lap Wah Mr Kyle Lee

Mr Lee Fook Sun Dr Lim Kuo Yi Mr Ng Chee Peng

Mr Tam Chee Chong Mrs Teoh Lian Ee Ms Helen Wong

Directors of Principal Insurance Subsidiaries

Mr Lee Boon Ngiap

Mr Leo Mun Wai

In Attendance
Mr Khor Hock Seng	Group Chief Executive Officer ("Group CEO")
Mr Ronnie Tan	Group Chief Financial Officer
Ms Jennifer Wong Pakshong	Group Company Secretary
Mr Koopmans Hans Bernardus	PricewaterhouseCoopers LLP, Auditor
Ms Yap Lune Teng	Allen & Gledhill LLP, Legal Adviser
Mr Andrew Teoh	TS Tay Public Accounting Corporation, Scrutineer
Ms Victoria Paul	Boardroom Corporate & Advisory Services Pte Ltd,
	Share Registrar and Polling Agent
Mr Jon Robinson	Willis Towers Watson Consulting (Singapore) Pte
	Ltd, Independent Remuneration Consultant
Mr Richard Holloway	Milliman Private Limited, Life Insurance Consulting
	Practice
GEH Senior Management

GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

Members, Proxies and Attendees

As set out in the attendance records maintained by the Company.

WELCOME ADDRESS

On behalf of the Board of Directors, the Chairman welcomed shareholders of the Company to the Company's Twenty-Fifth Annual General Meeting ("AGM" or the "Meeting").

COMMENCEMENT

As the requisite quorum was present, the Chairman called the Meeting to order.

NOTICE OF MEETING

The Notice of AGM issued on 3 April 2024 was taken as read, with the consent of the Members.

APPOINTMENT OF CHAIRMAN AS PROXY

The Chairman informed the Meeting that as the Chairman of the Meeting, he had been appointed as proxy by some shareholders to vote on their behalf at the Meeting. Accordingly, he would vote or abstain from voting, on behalf of such shareholders according to their specific instructions on each resolution. Proxy forms submitted by the 72-hourcut-off time before the Meeting had been checked and the number of votes that he had been directed to cast for and against, and the number of shares in respect of which he had been directed to abstain from voting on, for each resolution had been verified by the scrutineers.

TRIBUTE TO MR KYLE LEE

The Chairman expressed Great Eastern's appreciation to Mr Kyle Lee, who was stepping down from the Board at the conclusion of the Meeting. The Chairman said that Mr Kyle Lee had served as the Audit Committee Chairman and a member of the Executive Committee and Nominating Committee during his time in office. The Chairman also said that Great Eastern had benefitted from Mr Kyle Lee's invaluable contributions and wise counsel over the past nine years. The Chairman placed on record the Board's sincere gratitude for Mr Kyle Lee's board service and wished him well in his future endeavours.

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

INTRODUCTION OF DIRECTORS AND GROUP CEO

The Chairman informed that there were five new Directors appointed since the last AGM to broaden the Board's collective skills, experience and diversity. The Chairman expressed that the collective experience of the new Directors would make them invaluable to the Great Eastern group and looked forward to their contributions to the group.

The Chairman provided additional background information on the new Directors Dr Chong Yoke Sin, Mr Lee Kok Keng Andrew, Mr George Lee Lap Wah, Dr Lim Kuo Yi and Mr Tam Chee Chong and introduced the other Board members of the Company and the Group CEO, as well as some Directors of the principal insurance subsidiaries in Singapore who were in attendance.

ORDER OF BUSINESS

The Chairman reported that the Company had on 20 April 2024 published on SGXNet its responses to the substantial and relevant questions received from the shareholders as of 12 April 2024. No further questions had been received by the Company thereafter.

The Chairman referred to the news reports and the Company's SGX announcement dated 6 March 2024 in relation to a group of minority shareholders' request for three ordinary resolutions to be tabled at the AGM. Although the Company had been advised by its legal advisors that the request did not satisfy the requirements for the resolutions to be tabled at the AGM, the Company was prepared to discuss these matters at the AGM as disclosed in its SGX announcement dated 28 March 2024. The Chairman informed Members that in order to allow more time for discussion, the Company would deal with the formal business of the meeting as set out in the Notice of AGM first, before proceeding to discuss the matters put forward by the minority shareholders.

Voting on all resolutions would be conducted by electronic poll, and the results of the poll for each resolution would be announced during the course of the Meeting.

The appointed polling agent proceeded to brief Members on the procedures for electronic voting. A short video explaining the voting process was screened and a test resolution was conducted to familiarise Members with the system.

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

The Chairman informed Members that in order to save time, all resolutions tabled would be proposed by himself as the Chairman of the Meeting, with the exception of the resolution on Directors' fees, where a Member would be invited to propose the resolution. Members would not be required to second the motions as there was no legal requirement to do so.

PRESENTATION BY GROUP CEO

The Chairman invited Mr Khor Hock Seng, the Group CEO, to provide shareholders with an overview of the Company's performance in 2023. Details of the presentation can be found in the presentation slides, which have been published on our website and SGXNet on 25 April 2024.

As Ordinary Business

1 DIRECTORS' STATEMENT, 2023 AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The Chairman moved on to the first item on the agenda, Resolution 1, which was to receive and adopt the Directors' Statement, the audited Financial Statements and the Auditor's Report for the financial year ended 31 December 2023.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

Questions were posed by a few Members and a summary of the key points of the questions and answers is set out in Annexure 1 attached hereto.

As there were no further questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	431,061,795	99.91
Against	374,302	0.09

The following Resolution 1 was carried:

Resolution No. 1 - Adoption of Directors' Statement, 2023 Audited Financial Statements and Auditor's Report

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

RESOLVED that the Directors' Statement and the audited Financial Statements for the financial year ended 31 December 2023 and the Auditor's Report thereon be adopted.

2 FINAL DIVIDEND

Resolution 2 was to approve the final dividend for the year. The Board recommended a final one-tier tax exempt dividend of 40 cents per ordinary share for the financial year ended 31 December 2023, which together with the 35 cents per ordinary share declared as an interim dividend and paid in August 2023, amounted to a total dividend payout of 75 cents per ordinary share for the financial year ended 31 December 2023.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

Questions were posed by a few Members and a summary of the key points of the questions and answers is set out in Annexure 1 attached hereto.

As there were no further questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	434,157,665	99.90
Against	424,132	0.10

The following Resolution 2 was carried:

Resolution No. 2 - Final one-tier tax exempt dividend of 40 cents per ordinary share

RESOLVED that a final one-tier tax exempt dividend of 40 cents per ordinary share in respect of the financial year ended 31 December 2023 be approved.

3 RE-ELECTIONOF DIRECTORS

Resolution 3(a) related to the re-election of a Director who was retiring by rotation pursuant to Article 97 of the Company's Constitution, and who being eligible, had offered himself for re-election.

Resolutions 3(b)(i) to (v) related to the re-election of Directors who were retiring pursuant to Article 103 of the Company's Constitution, and who being eligible, had offered themselves for re-election.

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

3(a) RE-ELECTIONOF MR NG CHEE PENG

Resolution 3(a) related to the re-election of Mr Ng Chee Peng as a Director of the Company.

Upon his re-election, Mr Ng Chee Peng would continue to serve as the Chairman of the GEH Group Sustainability Council and as a member of the Audit Committee. The Nominating Committee considered him to be an independent Director of the Company.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

Questions were posed by a few Members and a summary of the key points of the questions and answers is set out in Annexure 1 attached hereto.

As there were no further questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	428,581,707	98.62
Against	6,002,562	1.38

The following Resolution 3(a) was carried:

Resolution No. 3(a) - Re-election of Mr Ng Chee Peng

RESOLVED that Mr Ng Chee Peng, who retired by rotation pursuant to Article 97 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company.

3(b)(i) RE-ELECTIONOF MR LEE KOK KENG ANDREW

Resolution 3(b)(i) related to the re-election of Mr Lee Kok Keng Andrew as a Director of the Company.

Upon his re-election, Mr Lee Kok Keng Andrew would continue to serve as a member of the Nominating Committee. The Nominating Committee considered him to be a non-executive and non-independent Director of the Company.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

As there were no questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	429,088,646	98.74
Against	5,488,923	1.26

The following Resolution 3(b)(i) was carried:

Resolution No. 3(b)(i) - Re-election of Mr Lee Kok Keng Andrew

RESOLVED that Mr Lee Kok Keng Andrew, who retired pursuant to Article 103 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company.

3(b)(ii) RE-ELECTIONOF MR GEORGE LEE LAP WAH

Resolution 3(b)(ii) related to the re-election of Mr George Lee Lap Wah as a Director of the Company.

Upon his re-election, Mr George Lee Lap Wah would continue to serve as the Chairman of the Risk Management Committee and as a member of the Executive Committee. The Nominating Committee considered him to be an independent Director of the Company.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

As there were no questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	430,438,242	99.07
Against	4,030,327	0.93

The following Resolution 3(b)(ii) was carried:

Resolution No. 3(b)(ii) - Re-election of Mr George Lee Lap Wah

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

RESOLVED that Mr George Lee Lap Wah, who retired pursuant to Article 103 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company.

3(b)(iii) RE-ELECTIONOF MR TAM CHEE CHONG

Resolution 3(b)(iii) related to the re-election of Mr Tam Chee Chong as a Director of the Company.

Upon his re-election, Mr Tam Chee Chong would continue to serve as the Chairman of the Audit Committee. The Nominating Committee considered him to be an independent Director of the Company.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

As there were no questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	430,180,445	99.03
Against	4,196,824	0.97

The following Resolution 3(b)(iii) was carried:

Resolution No. 3(b)(iii) - Re-election of Mr Tam Chee Chong

RESOLVED that Mr Tam Chee Chong, who retired pursuant to Article 103 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company.

3(b)(iv) RE-ELECTIONOF DR CHONG YOKE SIN

Resolution 3(b)(iv) related to the re-election of Dr Chong Yoke Sin as a Director of the Company.

Upon her re-election, Dr Chong Yoke Sin would continue to serve as a member of the Audit Committee. The Nominating Committee considered her to be an independent Director of the Company.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

As there were no questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	430,595,245	99.09
Against	3,940,224	0.91

The following Resolution 3(b)(iv) was carried:

Resolution No. 3(b)(iv) - Re-election of Dr Chong Yoke Sin

RESOLVED that Dr Chong Yoke Sin, who retired pursuant to Article 103 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company.

3(b)(v) RE-ELECTIONOF DR LIM KUO YI

Resolution 3(b)(v) related to the re-election of Dr Lim Kuo Yi as a Director of the Company.

The Nominating Committee considered him to be an independent Director of the Company.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

As there were no questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	430,469,445	99.08
Against	3,983,524	0.92

The following Resolution 3(b)(v) was carried:

Resolution No. 3(b)(v) - Re-election of Dr Lim Kuo Yi

RESOLVED that Dr Lim Kuo Yi, who retired pursuant to Article 103 of the Constitution of the Company and being eligible, be re-elected as a Director of the Company.

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GREAT EASTERN HOLDINGS LIMITED

Minutes of the Twenty-Fifth Annual General Meeting held on 25 April 2024

4 DIRECTORS' FEES

Resolution 4 was to approve the proposed Directors' fees of S$2,870,000 for the financial year ended 31 December 2023.

Mr Goh Choon Hiang, a Member, proposed the motion.

The Chairman invited questions from Members before putting the motion to a vote.

Questions were posed by a few Members and a summary of the key points of the questions and answers is set out in Annexure 1 attached hereto.

As there were no further questions, the motion was put to the vote and the results were as follows:

	No. of shares	Percentage
For	432,231,935	99.48
Against	2,243,562	0.52

The following Resolution 4 was carried:

Resolution No. 4 - Directors' fees

RESOLVED that the Directors' fees of S$2,870,000 for the financial year ended 31 December 2023 be approved.

5 RE-APPOINTMENTOF AUDITOR

Resolution 5 was to re-appoint PricewaterhouseCoopers LLP as the Auditor of the Company and to authorise the Directors to fix its remuneration.

The Chairman proposed the motion and invited questions from Members before putting the motion to a vote.

As there were no questions, the motion was put to the vote and the results were as follows:

	No. of shares		Percentage
For	430,805,749		99.17
Against	3,609,720		0.83
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