Annual General Meeting::Voluntary

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Annual General Meeting::Voluntary Issuer & Securities

Issuer/ Manager

SINGAPORE TELECOMMUNICATIONS LIMITED

Security SINGTEL - SG1T75931496 - Z74

Announcement Details

Announcement Title

Annual General Meeting

Date & Time of Broadcast 28-Jun-2017 07:08:19

Status New

Announcement Reference SG170628MEET14KU

Submitted By (Co./ Ind. Name) Lim Li Ching (Ms)

Designation Assistant Company Secretary

Financial Year End 31/03/2017

Event Narrative

Narrative Type

Additional Text

Narrative Text

Please see the attached Notice of Annual General Meeting.

Event Dates

Meeting Date and Time

28/07/2017 15:00:00

Event Venue(s)

Place

Venue(s) Venue details

Meeting Venue Raffles City Convention Centre, Fairmont Ballroom, Level 4, 80 Bras Basah Road, Singapore 189560

Attachments

Notice of AGM_Final.pdf Total size =272K

http://infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=Announcem...

28/6/2017

IMPORTANT

Investors who hold discounted Singtel shares offered under the Special Discounted Shares (SDS) Scheme in Singtel's initial public offering in 1993 and in Singtel's second offering in 1996 in their CPF ordinary accounts and who wish to attend, speak and vote at the Annual General Meeting as proxies of the CPF Board are required to register atwww.singtelagm.com before 5.00 p.m. on 12 July 2017.

NO VOUCHERS OR DOOR GIFTS

Singtel will not be distributing any vouchers or door gifts at the Annual General Meeting.

SINGAPORE TELECOMMUNICATIONS LIMITED

(Incorporated in the Republic of Singapore) Company Registration Number: 199201624D

Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the 25th Annual General Meeting of Singapore Telecommunications Limited (the "Company" or "Singtel") will be held at Raffles City Convention Centre, Fairmont Ballroom, Level 4, 80 Bras Basah Road, Singapore 189560 on Friday, 28 July 2017 at 3.00 p.m. to transact the following businesses: Routine Business

1.

To receive and adopt the Directors' Statement and audited Financial Statements for the financial year ended 31 March 2017 and the Auditor's Report thereon.

Resolution 1

2.

To declare a final dividend of 10.7 cents per share in respect of the financial year ended 31 March 2017.

Resolution 2

3.

To re-elect the following Directors who retire by rotation in accordance with article 100 of the Constitution of the Company and who, being eligible, offer themselves for re-election:

(a) Ms Chua Sock Koong

Resolution 3

(b) Mr Low Check Kian

Resolution 4

(c) Mr Peter Ong Boon Kwee (non-independent member of the Audit Committee)

Resolution 5

4.

To approve payment of Directors' fees by the Company of up to S$2,950,000 for the financial year ending 31 March 2018 (2017: up to S$2,950,000; increase: nil).

Resolution 6

5.

To re-appoint the Auditor and to authorise the Directors to fix its remuneration.

Resolution 7

Special Business
  1. To consider and, if thought fit, to pass with or without amendments the following Resolutions which will be proposed as Ordinary Resolutions:

  2. That authority be and is hereby given to the Directors to:

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

    (2) 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

  4. (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:

  5. 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 (II) 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 5% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (II) below);

  6. (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited ("SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (I) 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:

  7. new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and

  8. any subsequent bonus issue or consolidation or subdivision of shares,

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

  9. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST and the rules of any other stock exchange on which the shares of the Company may for the time being be listed and quoted ("Other Exchange") for the time being in force (unless such compliance has been waived by the SGX-ST or, as the case may be, the Other Exchange) and the Constitution for the time being of the Company; and

  10. (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

  11. law to be held, whichever is the earlier. Resolution 8

  12. That approval be and is hereby given to the Directors to grant awards in accordance with the provisions of the Singtel Performance Share Plan 2012 ("Singtel PSP 2012") and to allot and issue from time to time such number of fully paid-up ordinary shares as may be required to be delivered pursuant to the vesting of awards under the Singtel PSP 2012, provided that:

  13. the aggregate number of new ordinary shares to be issued pursuant to the vesting of awards granted or to be granted under the Singtel PSP 2012 shall not exceed 5% of the total number of issued ordinary shares (excluding treasury shares and subsidiary holdings) from time to time; and

  14. the aggregate number of new ordinary shares under awards to be granted pursuant to the Singtel PSP 2012 during the period commencing from the date of this Annual General Meeting of the Company 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 (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

    SGX-ST. Resolution 9

  15. That:

  16. for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (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:

  17. market purchase(s) on the SGX-ST and/or any other stock exchange on which the Shares may for the time being be listed and quoted ("Other Exchange"); and/or

  18. off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, 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");

  19. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company 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:

  20. the date on which the next Annual General Meeting of the Company is held;

  21. the date by which the next Annual General Meeting of the Company is required by law to be held; and

  22. the date on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;

  23. 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, 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 after the relevant five-day period;

    "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 5% 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:

  24. in the case of a market purchase of a Share, 105% of the Average Closing Price of the Shares; and

  25. in the case of an off-market purchase of a Share pursuant to an equal access scheme, 110% of the Average Closing Price of the Shares; and

  26. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing 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

  27. transactions contemplated and/or authorised by this Resolution. Resolution 10

    By Order of the Board

    Lim Li Ching (Ms)

    Assistant Company Secretary Singapore, 28 June 2017

SingTel - Singapore Telecommunications Limited published this content on 28 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 June 2017 07:14:07 UTC.

Original documenthttps://www.singtel.com/content/dam/singtel/investorRelations/stockExchange/2017/2017-NoticeOfAgm.pdf

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