Seatrium : Minutes of the AGM

SEATRIUM LIMITED

(Incorporated in Singapore)

(Company Registration No. 196300098Z)

(the "Company" or "Seatrium")

MINUTES OF THE 61ST ANNUAL GENERAL MEETING OF THE COMPANY HELD AT STEPHEN RIADY AUDITORIUM@NTUC, NTUC CENTRE, LEVEL 7, ONE MARINA BOULEVARD, SINGAPORE 018989 AND USING VIRTUAL MEETING TECHNOLOGY ON FRIDAY, 26 APRIL 2024 AT 11.00 AM

PRESENT
Shareholders (who attended	: Please refer to the attendance records maintained
in person and via live		by the Company.
webcast)
Board of Directors
Mr Mark Gainsborough	: Chairman of the Board of Directors (the "Board")
("Chairman of the meeting")
Mr Yap Chee Keong ("YCK")	:	Deputy Chairman
Mr Chris Ong Leng Yeow	: Director and Chief Executive Office ("CEO")
Mr Nagi Hamiyeh	:	Director
Mr Jan Holm	:	Director
Mr Lai Chung Han	:	Director
Ms Ieda Gomes Yell	:	Director
Mr Sarjit Singh Gill	:	Director
Ms Astrid Skarhein Onsum	:	Director
Ms Mariel Von Schumann	:	Director
In Attendance / By Invitation
Mr Kenny Tan Choon Wah	:	KPMG LLP, the Company's Auditors
Ms Yap Lune Teng	:	Allen & Gledhill LLP, Legal Advisor to the Company
Ms Hilary Low	:	Allen & Gledhill LLP, Legal Advisor to the Company
		in connection with the Proposed Share
		Consolidation
Management /Employees	:	Please refer to the attendance records maintained
		by the Company.

Polling Agent

Trusted Services Pte Ltd

Scrutineer

T S Tay Public Accounting Corporation

1. INTRODUCTION
2. 1. Judy Tan ("JT") welcomed all who had joined the 61st Annual General Meeting of the Company (the "AGM"). She introduced the board of directors of the Company and informed the shareholders that representatives from the
      Company's auditors and legal adviser had also joined the AGM.
3. PRESENTATION BY CEO
4. 1. A video showcasing the Group was presented. The CEO then presented an overview of the operating and financial performance of the Group for the financial year ended 31 December 2023. The presentation included the business outlook of the Group following the successful completion of the Combination.
      His presentation covered the following:
   2. 1. A recap of the transformative combination of Keppel Offshore & Marine and Sembcorp Marine to form Seatrium.
      2. Highlights of FY2023: revenue of approximately S$7.3 billion, positive EBITDA of S$236 million, net order book of approximately S$16.2 billion and new orders of approximately S$4.5 billion. The Group secured over S$3.5 billion in loans, refinancing and trade financing, which included S$2.5 billion in green or sustainability-linked facilities in FY2023.
      3. Completion of strategic review of the Group's business strategy and capital structure. Identified S$300 million of recurring annualised savings and S$200 million of one-off procurement savings from on-going projects.
      4. Implementation of a "One Seatrium" Global Delivery Model where projects are worked on in different yards globally, supported by centralised engineering and technology resources, creating the opportunity to scale the business.
      5. Launch of Sustainability Vision 2030 and targets to achieve net zero by 2050.
      6. Targets to consistently achieve at least S$1 billion or more in EBITDA, ROE of 8% or higher, and net leverage of 2 to 3 times or lower, on a through cycle basis, by FY2028 or earlier.
      7. Key priorities for 2024, (i) capture synergies and cost savings; (ii) laser focused on execution of order book; (iii) secure new order wins and grow pipeline; and (iv) proactive capital management.
   3. The presentation slides presented by CEO at the meeting may be accessed at the SGX website at the URLCEO Presentation during AGM.
5. LIVE QUESTIONS AND ANSWERS SESSION
6. 1. Shareholders were informed that the AGM would use live questions and answers as well as live voting.

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1. Some shareholders had submitted questions in advance of the AGM. The Company had on 19 April 2024 posted its responses to these questions on the SGXNet before the AGM and the responses may be accessed at the SGX website at the URLResponses to Shareholders Questions dated 19 April 2024.
2. Before the Chairman start the AGM proceedings, the Board and Management took questions from the shareholders.
3. The questions and answers during the AGM's Q&A session were set out in "Appendix 1" attached hereto.

1. CHAIRMAN'S GREETINGS
2. 1. Chairman welcomed shareholders who attended the AGM.
3. QUORUM
4. 1. Chairman noted that there was a quorum and proceeded to call the AGM to order.
5. NOTICE OF MEETING
6. 1. Chairman took the notice of AGM dated 9 April 2024 and all the resolutions stated therein as read.
7. PROXY AND POLLING
8. 1. Chairman informed that the voting would be conducted by poll via the online platform for the AGM. In his capacity as the Chairman of the meeting, he had been appointed by some shareholders as their proxy to vote on their behalf. He would vote and/or abstain in accordance with their instructions. For shareholders who have not submitted their forms appointing the Chairman as their proxy, they have to cast their votes via the online platform for this meeting.
   2. Chairman further informed that the Company had appointed Trusted Services Pte Ltd as the polling agent and T S Tay Public Accounting Corporation as the scrutineer for the AGM. The scrutineer had supervised and verified the counting of the votes of all valid proxy forms submitted by the 72-hourcut-off time before the meeting. The scrutineer would also verify the votes cast by shareholders during the meeting.
   3. Chairman announced the voting results of each resolution after dealing with all the resolutions.
9. RESOLUTION 1 - ADOPTION OF DIRECTORS' STATEMENT AND AUDITED
   FINANCIAL STATEMENTS
10. 1. Chairman proposed:

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"That the directors' statement and the audited financial statements for the year ended 31 December 2023 and the auditors' report thereon be and are hereby received and adopted."

8.2 Chairman put the motion to vote.

1. RESOLUTION 2 - RE-ELECTION OF MR MARK GAINSBOROUGH AS DIRECTOR
2. 1. Chairman passed the chair to YCK to deal with the proposed Resolution 2 as this item dealt with the Chairman's own re-election.
   2. YCK informed that Mr Mark Gainsborough will, upon re-election, remain as the Chairman of the Board of Directors, the Chairman of the Nomination and Remuneration Committee and Transformation Committee and a member of the Corporate Social Responsibility Committee. He is considered an independent director of the Company.
   3. YCK proposed:
      "That Mr Mark Gainsborough, a director retiring pursuant to Article 94 of the
      Company's Constitution, be and is hereby re-elected as a director of the Company."
   4. YCK put the motion to vote and thereafter returned the chair to Chairman for him to continue conducting the AGM proceedings.
3. RESOLUTION 3 - RE-ELECTION OF MR NAGI HAMIYEH AS DIRECTOR
4. 1. Chairman informed that Mr Nagi Hamiyeh will, upon re-election, remain as a member of the Audit and Risk Committee, Nomination and Remuneration Committee and Transformation Committee. He is considered a non-executive and non-independent director of the Company.
   2. Chairman proposed:
      "That Mr Nagi Hamiyeh, a director retiring pursuant to Article 94 of the
      Company's Constitution, be and is hereby re-elected as a director of the Company."
   3. Chairman put the motion to vote.
5. RESOLUTION 4 - RE-ELECTION OF MS IEDA GOMES YELL AS DIRECTOR
6. 1. Chairman informed that Ms Ieda Gomes Yell will, upon re-election, remain as a member of the Corporate Social Responsibility Committee and Transformation Committee. She is considered an independent director of the Company.
   2. Chairman proposed:

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"That Ms Ieda Gomes Yell, a director retiring pursuant to Article 100 of the Company's Constitution, be and is hereby re-elected as a director of the Company."

11.3 Chairman put the motion to vote.

1. RESOLUTION 5 - RE-ELECTION OF MR SARJIT SINGH GILL AS DIRECTOR
2. 1. Chairman informed that Mr Sarjit Singh Gill will, upon re-election, remain as a member of the Audit and Risk Committee. He is considered an independent director of the Company.
   2. Chairman proposed:

"That Mr Sarjit Singh Gill, a director retiring pursuant to Article 100 of the

Company's Constitution, be and is hereby re-elected as a director of the Company."

1. 1. Chairman put the motion to vote.
2. RESOLUTION 6 - RE-ELECTION OF MS ASTRID SKARHEIM ONSUM AS DIRECTOR
3. 1. Chairman informed that Ms Astrid Skarheim Onsum, will upon re-election, remain as a member of the Audit and Risk Committee. She is considered an independent director of the Company.
   2. Chairman proposed:

"That Ms Astrid Skarheim Onsum, a director retiring pursuant to Article 100 of the Company's Constitution, be and is hereby re-elected as a director of the Company."

1. 1. Chairman put the motion to vote.
2. RESOLUTION 7 - RE-ELECTION OF MS MARIEL VON SCHUMANN AS DIRECTOR
3. 1. Chairman informed that Ms Mariel von Schumann, will upon re-election, remain as a member of the Nominating and Remuneration and the Committee and Corporate Social Responsibility Committee. She is considered an independent director of the Company.
   2. Chairman proposed:

"That Ms Mariel von Schumann, a director retiring pursuant to Article 100 of the

Company's Constitution, be and is hereby re-elected as a director of the Company."

1. Chairman put the motion to vote.

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1. RESOLUTION 8 - APPROVAL OF DIRECTORS' FEES
2. 1. Chairman informed that the directors had recommended the payment of a sum of up to S$2,900,000 as directors' fees for the year ending 31 December 2024.
      All directors and their associates are abstaining from voting on this resolution. As the Chairman of the meeting, he would accept appointment as proxy for any other shareholder to vote in respect of the proposed Resolution 8, where such shareholder had given specific instructions in a validly completed and submitted proxy form as to voting, or abstention from voting in respect of this proposed Resolution 8.
   2. Chairman proposed:
      "That the directors' fees of up to S$2,900,000 for the year ending 31 December
      2024 be and is hereby approved."
   3. Chairman put the motion to vote.
3. RESOLUTION 9 - RE-APPOINTMENT OF AUDITORS
4. 1. Chairman informed that the Audit and Risk Committee had recommended the re-appointment of KPMG LLP as the auditors of the Company.
   2. Chairman proposed:
      "That KPMG LLP be re-appointed as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and that the directors of the Company be authorised to fix their remuneration."
   3. Chairman put the motion to vote.
5. RESOLUTION 10 - RENEWAL OF SHARE ISSUE MANDATE
6. 1. Chairman proposed the following ordinary resolution:
      "That approval be and is hereby given to the directors to:
   2. 1. (i) issue shares of the Company ("shares") whether by way of rights, bonus or otherwise; and/or
      2. 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 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,

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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 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with 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 not exceed 5% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with paragraph (2) below);
2. (subject to such manner of calculation as may be prescribed by the
   Singapore Exchange Securities Trading Limited (the "SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under 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 were issued and are outstanding or subsisting at the time this Resolution is passed; and
   2. any subsequent bonus issue or consolidation or subdivision of shares,

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

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 revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier."

17.2 Chairman put the motion to vote.

18 RESOLUTION 11 - RENEWAL OF SHARE PLAN MANDATE

18.1 Chairman proposed the following ordinary resolution:

"That approval be and is hereby given to the directors to:

1. grant awards in accordance with the provisions of the Seatrium Performance
   Share Plan 2020 (the "Seatrium PSP 2020") and/or the Seatrium Restricted

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Share Plan 2020 (the "Seatrium RSP 2020") (the Seatrium PSP 2020 and the Seatrium RSP 2020, together the "Share Plans"); and

1. allot and issue from time to time such number of fully paid-up ordinary shares of the Company as may be required to be delivered pursuant to the vesting of awards under the Share Plans,

provided that:

1. the aggregate number of (i) new ordinary shares allotted and issued and/or to be allotted and issued, (ii) existing ordinary shares (including shares held in treasury) delivered and/or to be delivered, and (iii) ordinary shares released and/or to be released in the form of cash in lieu of ordinary shares, pursuant to the Share Plans, shall not exceed 5% of the total number of issued ordinary shares of the Company (excluding treasury shares and subsidiary holdings) from time to time; and
2. the aggregate number of ordinary shares under awards to be granted pursuant to the Share Plans during the period commencing from this annual general meeting and ending on the date of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier, shall not exceed 0.5% of the total number of issued ordinary shares of the Company (excluding treasury shares and subsidiary holdings) from time to time,

and in this Resolution, "subsidiary holdings" has the meaning given to it in the Listing Manual of the Singapore Exchange Securities Trading Limited."

18.2 Chairman put the motion to vote.

19 RESOLUTION 12 - RENEWAL OF INTERESTED PERSON TRANSACTIONS MANDATE

19.1 Chairman proposed the following ordinary resolution:

"That:

1. approval be and is hereby given, for the purposes of Chapter 9 of the Listing
   Manual ("Chapter 9") of the Singapore Exchange Securities Trading
   Limited, for the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9), or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix to the Company's Letter to Shareholders dated 9 April 2024 (the "Letter") with any party who is of the class of interested persons described in the Appendix to the Letter, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions;
2. the approval given in paragraph (a) above (the "IPT Mandate") shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next annual general meeting of the Company; and

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1. the directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution."

19.2 Chairman put the motion to vote.

20 RESOLUTION 13 - RENEWAL OF SHARE PURCHASE MANDATE

20.1 Chairman proposed the following ordinary resolution:

"That:

1. for the purposes of Sections 76C and 76E of the Companies Act 1967 (the
   "Companies Act"), the exercise by the directors of all the powers of the
   Company to purchase or otherwise acquire issued ordinary shares of the
   Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
2. 1. market purchase(s) on the Singapore Exchange Securities Trading
      Limited (the "SGX-ST") and/or any other securities exchange on which the Shares may for the time being be listed and quoted ("Other Exchange"); and/or
   2. off-marketpurchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, the Other Exchange) 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 or, as the case may be, Other Exchange, 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 general meeting, the authority conferred on the directors 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 earliest of:
2. 1. the date on which the next annual general meeting of the Company is held;
   2. the date by which the next annual general meeting of the Company is required by law to be held; and
   3. the date on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;

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1. in this Resolution:
   "Average Closing Price" means the average of the last dealt prices of a
   Share for the five consecutive market days on which the Shares are transacted on the SGX-ST or, as the case may be, the Other Exchange, immediately preceding the date of the market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted in accordance with the listing rules of the SGX-ST for any corporate action which occurs during the relevant five-day period and the date of the market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase;
   "date of the making of the offer" means the date on which the Company makes an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access scheme for effecting the off-market purchase;
   "Maximum Limit" means that number of issued Shares representing 2% of the total number of issued Shares as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST)); and
   "Maximum Price", in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed, whether pursuant to a market purchase or an off-market purchase, 105% of the Average Closing Price of the Shares; and
2. the directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution."

20.3 Chairman put the motion to vote.

21 RESOLUTION 14 - PROPOSED SHARE CONSOLIDATION

21.1 Chairman proposed the following ordinary resolution:

"That authority be and is hereby given:

1. for the proposed consolidation of every twenty (20) existing issued ordinary shares (including treasury shares) of the Company ("Existing Shares") held by the shareholders of the Company ("Shareholders") as at the record date to be determined by the directors ("Record Date") into one (1) ordinary share of the Company (collectively referred to as the "Consolidated Shares" and each, a "Consolidated Share") in the manner set out in the Letter to
   Shareholders dated 9 April 2024, fractional entitlements to be disregarded, and the number of Consolidated Shares which each Shareholder is entitled to resulting from the Proposed Share Consolidation, based on their holdings

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