Hotel Royal : Minutes Of Annual General Meeting Held On 30 April 2016

d030c66b-7b80-47c3-a36e-322fe3e81459.pdf Minutes of the 47th Annual General Meeting of Hotel Royal Limited ("Company") held at Hotel Royal @ Queens, Queen's Room, Level 3, 12 Queen Street, Singapore 188553 on Saturday, 30 April 2016 at 10.00 a.m.

Present Board of Directors/Company Secretary Dr Lee Keng Thon Non-Executive Group Chairman Shareholder Proxy for: Bank of Singapore Nominees Pte Ltd DBS Nominees Pte Ltd Lee Chin Chuan The Great Eastern Life Assurance Company Limited The Great Eastern Trust Private Limited UOB Overseas Bank Nominees (Private) Limited Col (Ret) Rodney How Seen Shing Professor Pang Eng Fong (Independent Non-Executive Director) Dr Tan Kim Song Mr Lee Khin Tien (Non-Executive Director) Shareholder Proxy for: Aik Siew Tong Limited Asia Building Berhad Chan Tai Moy Chip Keng Holding Berhad Melodies Limited Mr Lee Kin Hong (Non-Executive Director) Shareholder Proxy for: The Singapore-Johore Express Pte Ltd Eng Keng Estate Management Pte Ltd (Lead Independent Non-Executive Director) (Independent Non-Executive Director) In Attendance Ms Sin Chee Mei (Company Secretary) Mr Lee Chou Hock (Chief Executive Officer) Shareholder Proxy for: - Hock Tart Pte Ltd

Shareholders Boey Kum Tong Francis (Mei Jintang) Chan Kwee Yeow Chan Sig Yam Chan Toh Weng Chan Wah Soon Chia Kok Yee Chiam Ai Huem Chiam Toon Chew Chiow Gek Inn Chong Kwang Heng Chow Kwok Pun Distant Denis Walter Fong Seng Narp Fong Siew Fhong Foong Soon Hoe Ho Ah Moy @ Ho Lia Eng Huwa Hong @ Thor Kwan Wai Kam Dayi (Gan Dayi) Kang Poh Lock Koh Chin Hwa Koh Siok Ngoh Kong Ah Lay Kwok Yue Meng Lau Tat Fong Liew Yok Lien Lim Chuan Seng Lim Kok Sun (Lin GuoShan) Lim Swee Jin Lim Yam Heng Low Chen Kiong Low Hee Koon Low Moh Ngee Lum Weng Yu Mccallum John Charles Ng Geok Buay Ng Poh Soon Ong Han Kiat Ong Sze Wang (Wang Siyuan) Poh Hou Chieng Puah Poo Boon (Pan Fuwen) Seet Hong Kheng Shiao Chung Chiang Song Kheng Kong Tan Ah Lan Tan Ah Soong Tan Beng Chuan Frederick Tan Kah Gek Tan Kian Chuan (Chen JianZhuan) Tan Kok Wah Tan Kong Jok @Tan Kong Jeok Tan See Wah Tan Tok Jin

Mr Lee Chou Hor George (General Manager of Group's Key Subsidiaries) CPF/SRS Proxy for: Mrs Wong-Yeo Siew Eng Deloitte & Touche LLP Ms Teow Seok Boey Deloitte & Touche LLP Mr Tyron Voon Mr Roy Chia Ms Koo Wei Jia Ms Hong Lee Young Ms Helen Tan - DBS Nominees Pte Ltd BDO Corporate Services Pte. Ltd. BDO Corporate Services Pte. Ltd. BDO Corporate Services Pte. Ltd. BDO Corporate Services Pte. Ltd. B.A.C.S. Private Limited 11. Ms Evelyn Ang B.A.C.S. Private Limited 12. Ms Ng Geok Lan ZICO BPO Pte. Ltd.

Tan Yam Muay Tay Bee Geok Teng Cheong Guan Toh Kiok Kun Wee Hian Kok Yap Hong Gek Yap Swee Kee Yeo Chee Wah Yeow Meng Quee Young Siew Low Tan Seng Ho Phillip Kong Yew Chye Tan Yoik Born Ang Zi Yang Jake Chiam Tau Wen Lim Gnee Kiang Proxies Proxy For Chan Seoh Khim Angelia Proxy For Kam Ee Chen @Kam See Chen Proxy For Kam Ee Chen @Kam See Chen Proxy For Chan Chee Kiong/Lam Kum Kiu Proxy For Sloane Court Hotel Pte. Ltd. CPF/SRS Proxy For United Overseas Bank Nominees (Private) Limited Observers Chiam Heng Hsien Kam See Chen Kwok Lin Heng Long Boo Teck Yeong Ming Thim Yong Kwet Pow

Chairman of the Board of Directors, Dr Lee Keng Thon, chaired the Annual General Meeting ("AGM" or the "Meeting"). Having noted that a quorum was present, he called the Meeting to order.

He then welcomed all shareholders and all those present. With the permission of the Meeting, the notice convening the Meeting was taken as read.

Chairman informed that in his capacity as Chairman of the Meeting, he had been appointed as proxy by a number of shareholders and that he would be voting in accordance with their instructions.

Chairman further informed that voting on all resolutions to be passed at the AGM would be by poll. He then demanded for a poll in accordance with the provisions of the Articles of Association of the Company. The Meeting also noted that under the Articles of Association, where a poll is demanded, it shall be taken in such manner as the Chairman may direct and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The polls were carried out electronically. ZICO BPO Pte. Ltd. was appointed scrutineer of the Meeting. The electronic poll voting services was provided by Trusted Source Pte. Ltd. A short PowerPoint presentation explaining the electronic poll voting process was shown. A test resolution was conducted to familiarize the shareholders with the electronic poll voting system.

Chairman proceeded with the business of the Meeting. The following were the resolutions passed at the AGM.

The summary of questions raised by shareholders and the replies provided by the Non-Executive Group Chairman - Dr Lee Keng Thon, CEO - Mr Lee Chou Hock, General Manager of Group's Key Subsidiaries - Mr Lee Chou Hor George and the representative of the external auditors are recorded in Appendix A.

Duly proposed and seconded, the following Ordinary Resolutions No. 1 to 10 were duly passed.

ORDINARY BUSINESS

ORDINARY RESOLUTION 1 - ADOPTION OF DIRECTORS' STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITORS' REPORT

"It was resolved that the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2015 and the Auditors' Report thereon be and are hereby received and adopted."

ORDINARY RESOLUTION 2 - DECLARATION OF ONE-TIER TAX EXEMPT FIRST AND FINAL DIVIDEND

"It was resolved that the payment of the First and Final Dividend of 5 cents per ordinary share one-tier tax exempt for the financial year ended 31 December 2015 be and is hereby approved."

ORDINARY RESOLUTION 3 - APPROVAL OF DIRECTORS' FEES

"It was resolved that the payment of Directors' Fees of S$207,300 for the financial year ended 31 December 2015 be and is hereby approved."

ORDINARY RESOLUTION 4 - RE-ELECTION OF MR LEE KIN HONG AS DIRECTOR

"It was resolved that Mr Lee Kin Hong, who retired pursuant to Article 117 of the Company's Articles of Association, being eligible and having offered himself for re-election, be and is hereby re-elected as Director of the Company."

ORDINARY RESOLUTION 5 - RE-APPOINTMENT OF DR LEE KENG THON AS DIRECTOR

"It was resolved that Dr Lee Keng Thon, who is over the age of 70 be and is hereby re-appointed as Director of the Company."

ORDINARY RESOLUTION 6 - RE-APPOINTMENT OF COL (RET) RODNEY HOW SEEN SHING AS DIRECTOR

"It was resolved that COL (Ret) Rodney How Seen Shing, who is over the age of 70 be and is hereby re-appointed as Director of the Company."

ORDINARY RESOLUTION 7 - RE-APPOINTMENT OF PROFESSOR PANG ENG FONG AS DIRECTOR

"It was resolved that Professor Pang Eng Fong, who is over the age of 70 be and is hereby re- appointed as Director of the Company."

ORDINARY RESOLUTION 8 - RE-APPOINTMENT OF MESSRS DELOITTE & TOUCHE LLP AS AUDITORS

"It was resolved that Messrs Deloitte & Touche LLP be and are hereby re-appointed as Auditors 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 9 - AUTHORITY TO ISSUE SHARES

"It was resolved that pursuant to Section 161 of the Companies Act, Cap. 50 (the "Act"), the Articles of Association and the listing rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to: (i) allot and issue shares in the capital of the Company ("Shares") (whether by way of rights, bonus or otherwise); and/or (notwithstanding the authority conferred by this Resolution may have ceased to be in force): issue additional instruments as adjustments in accordance with the terms and conditions of the Instruments made or granted by the Directors while this Resolution was in force; and issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force or such additional Instruments in (b)(i) above, (ii) 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 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 provided that: 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 50% of the total number of issued Shares (excluding treasury shares, if any) at the time of the passing of this Resolution (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares issued other than on a pro rata basis to existing shareholders (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 5% of the Company's total number of issued Shares (excluding treasury shares, if any) (as calculated in accordance with sub-paragraph (2) below); and (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 total number of issued Shares (excluding treasury shares, if any) shall be calculated based on the total number of issued Shares (excluding treasury shares, if any) at the time of the passing of this Resolution, after adjusting for:- new Shares arising from the conversion or exercise of convertible securities; new Shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and any subsequent bonus issue, consolidation or subdivision of Shares; in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing rules of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and