SIA ENGINEERING COMPANY LIMITED

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

LETTER TO SHAREHOLDERS

Board of Directors: Registered Office:

Tang Kin Fei (Chairman) 31 Airline Road

Goh Choon Phong (Non-Independent Director) Singapore 819831 Chua Bin Hwee (Independent Director)

Lim Kong Puay (Independent Director) Wee Siew Kim (Independent Director) Chong Chuan Neo (Independent Director) Tan Tze Gay (Independent Director)

Tan Kai Ping (Non-Independent Director) Ng Chee Khern (Independent Director) Chin Yau Seng (Chief Executive Officer)

To: The Shareholders of

SIA Engineering Company Limited 23 June 2025

Dear Sir/Madam

  1. INTRODUCTION

    1. Notice of Annual General Meeting. We refer to:

      1. the Notice of Annual General Meeting ("AGM") of SIA Engineering Company Limited ("SIAEC" or the "Company") dated 23 June 2025 (the "Notice") convening the 43rd AGM of the Company to be held on 22 July 2025 (the "2025 AGM");

      2. Ordinary Resolution No. 7.3 relating to the proposed renewal of the IPT Mandate (as defined in paragraph 2.1 below, as proposed in the Notice); and

      3. Ordinary Resolution No. 7.4 relating to the proposed renewal of the Share Buy Back Mandate (as defined in paragraph 3.1 below, as proposed in the Notice).

    2. Letter to Shareholders. The purpose of this Letter is to provide shareholders of the Company ("Shareholders") with information relating to Ordinary Resolution Nos. 7.3 and 7.4 proposed in the Notice (collectively, the "Proposals").

    3. SGX-ST. The Singapore Exchange Securities Trading Limited (the "SGX-ST") takes no responsibility for the accuracy of any statements or opinions made or reports contained in this Letter.

    4. Advice to Shareholders. If a Shareholder is in any doubt as to the course of action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

    5. Legal Adviser. Allen & Gledhill LLP is the legal adviser to the Company in relation to the proposed renewal of the Share Buy Back Mandate.

  2. THE PROPOSED RENEWAL OF THE MANDATE FOR INTERESTED PERSON TRANSACTIONS

    1. Background. At the AGM of the Company held on 19 July 2024 (the "2024 AGM"), Shareholders approved, inter alia, the renewal of a mandate (the "IPT Mandate") to enable the Company, its subsidiaries and associated companies which are considered to be "entities at risk" (as that term is defined in Chapter 9 of the Listing Manual of the SGX-ST (the "Listing Manual")) to enter into certain interested person transactions with the classes of interested persons (the "Interested Persons") as set out in the IPT Mandate.

      Particulars of the IPT Mandate were set out in the Appendix to the Company's Letter to Shareholders dated 20 June 2024 (the "2024 Letter") and Ordinary Resolution No. 7.2 as set out in the Notice of the 2024 AGM. The IPT Mandate was expressed to take effect until the conclusion of the next AGM of the Company, being the 2025 AGM.

    2. Renewal of the IPT Mandate. The Directors propose that the IPT Mandate be renewed at the 2025 AGM to take effect until the 44th AGM of the Company. There is no change to the terms of the IPT Mandate which is proposed to be renewed.

    3. Appendix. Details of the IPT Mandate, including the rationale for and the benefits to the Company, the review procedures for determining transaction prices with the Interested Persons and other general information relating to Chapter 9 of the Listing Manual, are set out in the Appendix to this Letter.

    4. Audit Committee Statement. The Audit Committee of the Company (the "Audit Committee"), comprising Chua Bin Hwee, Raj Thampuran1, Lim Kong Puay, Chong Chuan Neo, Tan Tze Gay and Ng Chee Khern, confirms that:

      1. the methods or procedures for determining the transaction prices under the IPT Mandate have not changed since the 2024 AGM; and

      2. the methods or procedures referred to in sub-paragraph (a) above are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.

  3. THE PROPOSED RENEWAL OF THE SHARE BUY BACK MANDATE

    1. Background. At the 2024 AGM, Shareholders approved, inter alia, the renewal of a mandate (the "Share Buy Back Mandate") to enable the Company to purchase or otherwise acquire issued ordinary shares of the Company ("Shares").

      The rationale for, the authority and limitations on, and the financial effects of, the Share Buy Back Mandate were set out in the 2024 Letter and Ordinary Resolution No. 7.3 as set out in the Notice of the 2024 AGM.

      The Share Buy Back Mandate was expressed to take effect on the date of the passing of Ordinary Resolution No. 7.3 at the 2024 AGM and will expire on the date of the 2025 AGM. Accordingly, the Directors propose that the Share Buy Back Mandate be renewed at the 2025 AGM.

      As at 30 May 2025 (the "Latest Practicable Date"), the Company had purchased or acquired an aggregate of 5,800,000 Shares by way of On-Market Share Buy Backs (as defined in paragraph 3.2.3 below) pursuant to the Share Buy Back Mandate approved by Shareholders at the 2024 AGM. The highest and lowest price paid was $2.49 and $2.20 per Share respectively and the total consideration paid for all purchases was $13,689,850.22, excluding commission, brokerage and goods and services tax.

      As at the Latest Practicable Date, the Company had not purchased or acquired any of its Shares by way of Off-Market Equal Access Share Buy Backs (as defined in paragraph 3.2.3 below) pursuant to the Share Buy Back Mandate approved by Shareholders at the 2024 AGM.

      1 Raj Thampuran stepped down as a member of the Audit Committee upon his retirement as a Director with effect from 30 May 2025.

    2. Authority and Limits on the Share Buy Back Mandate. The authority and limitations placed on the purchases or acquisitions of Shares by the Company (the "Share Buy Backs") pursuant to the Share Buy Back Mandate, if renewed at the 2025 AGM, are substantially the same as previously approved by Shareholders at the 2024 AGM. These are summarised below:

      1. Maximum Number of Shares

        Only Shares which are issued and fully paid may be purchased or acquired by the Company. The total number of Shares which may be purchased or acquired by the Company pursuant to the Share Buy Back Mandate is limited to that number of Shares representing not more than 2% of the issued Shares as at the date of the 2025 AGM at which the renewal of the Share Buy Back Mandate is approved. Treasury shares and subsidiary holdings (as defined in the Listing Manual)2 will be disregarded for the purposes of computing the 2% limit.

        As at the Latest Practicable Date, the Company had 6,282,672 treasury shares and no subsidiary holdings.

      2. Duration of Authority

        Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the date of the 2025 AGM at which the renewal of the Share Buy Back Mandate is approved, up to:

        1. the date on which the next AGM of the Company is held or required by law to be held;

        2. the date on which the authority conferred by the Share Buy Back Mandate is revoked or varied; or

        3. the date on which purchases and acquisitions of Shares pursuant to the Share Buy Back Mandate are carried out to the full extent mandated,

          whichever is the earliest.

      3. Manner of Share Buy Backs

        A Share Buy Back may be made by way of:

        1. an on-market Share Buy Back ("On-Market Share Buy Back"), transacted on the SGX-ST through the SGX-ST's trading system, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or

        2. an off-market Share Buy Back in accordance with an equal access scheme ("Off-Market Equal Access Share Buy Back") effected pursuant to Section 76C of the Companies Act 1967 (the "Companies Act").

          The Directors may impose such terms and conditions which are not inconsistent with the Share Buy Back Mandate, the Listing Manual and the Companies Act as they consider fit in the interests of the Company in connection with or in relation to any equal access scheme or schemes. An Off-Market Equal Access Share Buy Back must, however, satisfy all the following conditions:

          1. offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;

          2. all of those persons shall be given a reasonable opportunity to accept the offers made; and

          3. the terms of all the offers shall be the same, except that there shall be disregarded (1) differences in consideration attributable to the fact that offers may relate to Shares with different accrued dividend entitlements and (2) differences in the offers introduced solely to ensure that each person is left with a whole number of Shares.

            2 "Subsidiary holdings" is defined in the Listing Manual to mean shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act 1967.

            If the Company wishes to make an Off-Market Equal Access Share Buy Back, it will, pursuant to Rule 885 of the Listing Manual, issue an offer document containing at least the following information:

            1. the terms and conditions of the offer;

            2. the period and procedures for acceptances; and

            3. the information required under Rules 883(2), (3), (4), (5) and (6) of the Listing Manual.

      4. Purchase Price

        The purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) to be paid for a Share will be determined by the committee constituted for the purposes of effecting Share Buy Backs. The purchase price to be paid for the Shares pursuant to Share Buy Backs (both On-Market Share Buy Backs and Off-Market Equal Access Share Buy Backs) must not exceed 105% of the Average Closing Price of the Shares (excluding related expenses of the purchase or acquisition) (the "Maximum Price").

        For the above purposes:

        "Average Closing Price" means the average of the last dealt prices of a Share for the five consecutive trading days on which the Shares are transacted on the SGX-ST immediately preceding the date of the On-Market Share Buy Back by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Equal Access Share Buy Back, and deemed to be adjusted, in accordance with the Listing Manual, for any corporate action that occurs during the relevant five-day period and the date of the On-Market Share Buy Back by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Equal Access Share Buy Back; and

        "date of the making of the offer" means the date on which the Company announces its intention to make an offer for an Off-Market Equal Access Share Buy Back, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Equal Access Share Buy Back.

    3. Rationale for Share Buy Back Mandate. The renewal of the Share Buy Back Mandate authorising the Company to purchase or acquire its Shares would give the Company the flexibility to undertake share purchases or acquisitions up to the 2% limit described in paragraph 3.2.1 above at any time, subject to market conditions, during the period when the Share Buy Back Mandate is in force.

      In managing the business of the Company and its subsidiaries (the "Group"), Management strives to increase Shareholders' value. Share Buy Backs are one of the ways through which Shareholders' value may be enhanced. Share Buy Backs are intended to be made as and when the Directors believe them to be of benefit to the Company and/or the Shareholders.

      A share repurchase programme will also allow Management to effectively manage and minimise the dilution impact (if any) associated with employee share schemes.

      While the Share Buy Back Mandate would authorise a purchase or acquisition of Shares up to the 2% limit described in paragraph 3.2.1 above, Shareholders should note that purchases or acquisitions of Shares pursuant to the Share Buy Back Mandate may not be carried out to the full 2% limit as authorised and no purchases or acquisitions of Shares would be made in circumstances which would have or may have a material adverse effect on the financial condition of the Company.

    4. Status of Purchased Shares. Shares purchased or acquired by the Company are deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the Shares will expire on such cancellation) unless such Shares are held by the Company as treasury shares. The total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company and which are not held as treasury shares.

    5. Treasury Shares. Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act are summarised below:

      1. Maximum Holdings

        The number of Shares held as treasury shares3 cannot at any time exceed 10% of the total number of issued Shares.

      2. Voting and Other Rights

        The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights.

        In addition, no dividend may be paid, and no other distribution of the Company's assets may be made, to the Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. A subdivision or consolidation of any treasury share is also allowed so long as the total value of the treasury shares after the subdivision or consolidation is the same as before.

      3. Disposal and Cancellation

        Where Shares are held as treasury shares, the Company may at any time (but subject always to the Singapore Code on Take-overs and Mergers (the "Take-over Code")):

        1. sell the treasury shares for cash;

        2. transfer the treasury shares for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons;

        3. transfer the treasury shares as consideration for the acquisition of shares in or assets of another company or assets of a person;

        4. cancel the treasury shares; or

        5. sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister for Finance.

          In addition, under Rule 704(28) of the Listing Manual, an immediate announcement must be made of any sale, transfer, cancellation and/or use of treasury shares. Such announcement must include details such as the date of the sale, transfer, cancellation and/or use of such treasury shares, the purpose of such sale, transfer, cancellation and/or use of such treasury shares, the number of treasury shares which have been sold, transferred, cancelled and/or used, the number of treasury shares before and after such sale, transfer, cancellation and/or use, the percentage of the number of treasury shares against the total number of issued shares (of the same class as the treasury shares) which are listed before and after such sale, transfer, cancellation and/or use and the value of the treasury shares if they are used for a sale or transfer, or cancelled.

    6. Funding of Share Buy Backs. The Company may use internal or external sources of funds to finance Share Buy Backs. The Directors do not propose to exercise the Share Buy Back Mandate to such extent that it would materially affect the working capital requirements, financial flexibility or investment ability of the Group.

3 For these purposes, "treasury shares" shall be read as including shares held by a subsidiary under Sections 21(4B) or 21(6C) of the Companies Act 1967.

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SIA Engineering Company Ltd. published this content on June 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 23, 2025 at 02:28 UTC.