SIA Engineering : AGM Notice (SIAEC 2025AGM Notice)

SIA ENGINEERING COMPANY LIMITED

(Incorporated in the Republic of Singapore) Company Registration No. 198201025C

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 43rd Annual General Meeting of SIA Engineering Company Limited (the "Company") will be held at Garden Ballroom, Level 1, Parkroyal Collection Marina Bay Singapore, 6 Raffles Boulevard, Singapore 039594 on Tuesday, 22 July 2025 at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2025 and the Auditors' Report thereon.

2. To declare a final dividend of 7.0 cents per ordinary share for the financial year ended 31 March 2025.

3. To re-elect the following Directors who are retiring by rotation pursuant to Article 90 of the Constitution of the Company and who, being eligible, offer themselves for re-election as Directors pursuant to Article 91 of the Constitution of the Company:

   1. Mr Lim Kong Puay

   2. Ms Chong Chuan Neo

   3. Ms Tan Tze Gay

      The profiles of Mr Lim, Ms Chong and Ms Tan can be found in the Board of Directors and Additional Information on Directors Seeking Re-Election sections of the Annual Report FY2024/25.

4. To re-elect Mr Ng Chee Khern who is retiring pursuant to Article 96 of the Constitution of the Company and who, being eligible, offers himself for re-election as a Director.

   The profile of Mr Ng can be found in the Board of Directors and Additional Information on Directors Seeking Re-Election sections of the Annual Report FY2024/25.

5. To approve Directors' fees of up to $1,500,000 for the financial year ending 31 March 2026 (FY2024/25: up to $1,500,000).

6. To re-appoint KPMG LLP as the Auditors of the Company and to authorise the Directors to fix their remuneration.

   SPECIAL BUSINESS

7. To consider and if thought fit, to pass, with or without modifications, the following resolutions which will be proposed as Ordinary Resolutions:

   1. That pursuant to Section 161 of the Companies Act 1967, authority be and is hereby given to the Directors of the Company (the "Directors") to:

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

         (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 (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

      2. (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,

         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 sub-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) does not exceed 10% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-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 sub-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:

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

         3. 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

         4. (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.

   2. That the Directors of the Company be and are hereby authorised to:

      1. grant awards in accordance with the provisions of the SIAEC Performance Share Plan 2024 (the "SIAEC PSP 2024") and/or the SIAEC Restricted Share Plan 2024 (the "SIAEC RSP 2024"); and

      2. allot and issue from time to time such number of fully paid ordinary shares as may be required to be issued pursuant to the vesting of awards under the SIAEC PSP 2024 and/or the SIAEC RSP 2024,

         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 ordinary 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 SIAEC PSP 2024 and the SIAEC RSP 2024, shall not exceed 5% of the total number of issued ordinary shares (excluding treasury shares and subsidiary holdings) from time to time;

         2. the aggregate number of ordinary shares under awards to be granted pursuant to the SIAEC PSP 2024 and the SIAEC RSP 2024 respectively 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 (the "Relevant Year"), shall not exceed 0.5% of the total number of issued ordinary shares (excluding treasury shares and subsidiary holdings) from time to time (the "Yearly Limit"); and

         3. if the Yearly Limit is not fully utilised during the Relevant Year, any unutilised portion of the Yearly Limit may be used for the grant of awards under the SIAEC PSP 2024 and the SIAEC RSP 2024 in subsequent years for the duration of the SIAEC PSP 2024 and the SIAEC RSP 2024 respectively,

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

   3. That:

      1. approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("Chapter 9"), 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 Letter to Shareholders dated 23 June 2025 (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