UOL GROUP LIMITED

(Incorporated in Singapore)

(Company Registration No. 196300438C)

Minutes of the 60th Annual General Meeting (hereinafter referred to as the "AGM" or the "Meeting") of UOL Group Limited (the "Company") held at PARKROYAL on Beach Road, Grand Ballroom, 7500 Beach Road, Singapore 199591 on Friday, 28 April 2023, at 3.00 p.m.

PRESENT

DIRECTORS

Wee Ee Lim

(Deputy Chairman)

Liam Wee Sin

(Group Chief Executive)

Poon Hon Thang Samuel

Wee Ee-chao

Sim Hwee Cher

Lee Chin Yong Francis

Lau Cheng Soon

Yip Wai Ping Annabelle

Absent with apologies:

Dr Wee Cho Yaw

(Chairman)

COMPANY SECRETARIES

Yeong Sien Seu

(Company Secretary)

Liang Kaiting, Kalyn

(Assistant Company Secretary)

SHAREHOLDERS, PROXIES, OBSERVERS AND INVITEES

As per Attendance Records.

BY INVITATION

Kwa Bing Seng

(Chief Financial Officer)

Choo Eng Beng

(Audit Partner, PricewaterhouseCoopers LLP)

Allen & Gledhill LLP

(Legal Adviser for the Letter to Shareholders)

TS Tay Public Accounting Corporation

(Scrutineer)

Boardroom Corporate & Advisory

(Share Registrar)

Services Pte. Ltd.

Mr Yeong Sien Seu, the Company Secretary, informed the Meeting that in view of Dr Wee Cho Yaw's advanced age, he had been advised as a precautionary measure to avoid public events. Hence, Dr Wee did not attend this meeting and sent his regards to all of the shareholders. Pursuant to Article 58 of the Company's Constitution, the Deputy Chairman, Mr Wee Ee Lim, would chair the Meeting.

Mr Wee Ee Lim gave a short speech. He greeted the shareholders present and commented that it was good to see the shareholders face to face after 3 years of the COVID-19 pandemic. Mr Wee Ee Lim shared that the COVID-19 pandemic had been a challenging time for everyone, from individuals to businesses. Notwithstanding that the Company's business and operations were significantly impacted, the Company put in a lot of hard work and performed creditably during this period.

He noted that there were some indications of recovery in the Singapore economy, with the hospitality sector seeing a greater rebound and hotels having more bookings. However, 2023 would continue to face global uncertainties and multiple headwinds. Notwithstanding that, the Company would stay nimble and continue to make adjustments and pivot as required.

Minutes 28.04.2023

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Mr Wee Ee Lim thanked the Company's Director Mr Tan Tiong Cheng who retired in May 2022 for his contributions to the group, and welcomed the new Director Ms Yip Wai Ping Annabelle. Mr Wee Ee Lim also thanked the shareholders, Board members, management and staff, business partners and customers for their confidence and support, as the Company worked towards building a sustainable future.

As there was a quorum, the Meeting was called to order at 3.00 p.m. with Mr Wee Ee Lim in the Chair.

The Company Secretary informed shareholders that the Company had received some questions from shareholders, and had answered them via SGXNET on 21 April 2023. The questions and answers could be viewed on the Company's website.

The Notice of the Meeting dated 6 April 2023, which had been circulated to the shareholders, was taken as read.

The Company Secretary informed the shareholders of the electronic voting process.

In accordance with Article 64 of the Constitution, the Chairman of the Meeting called a poll in respect of each of the resolutions to be put to the vote at the 60th Annual General Meeting.

1. ORDINARY RESOLUTION 1:

DIRECTORS' STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

  1. The Directors' Statement, Audited Financial Statements and Auditor's Report for the financial year ended 31 December 2022 were taken as read. Mr Choo Eng Beng, Audit Partner of PricewaterhouseCoopers LLP, read the opinion set out in the Auditor's Report to the Members of the Company.
  2. Mr Wee Ee Lim invited the shareholders to raise any question which they had on the Directors' Statement, Audited Financial Statements and Auditor's Report, and the following queries were raised:
    1. Mr Lau Soon Leong ("Mr Lau"), a shareholder, queried what constituted "Others" under "Investments in Securities" on page 42 of the Annual Report. Mr Kwa Bing Seng, the Chief Financial Officer, responded that other than its shareholdings in United Overseas Bank Limited ("UOB"), the Company also had investments in Haw Par Corporation Limited ("HPC"), OUB Centre Limited and Singapore-Suzhou Township Development Pte Ltd.
      Mr Lau commented that the share price of UOL was undervalued and asked whether the Company had considered avenues to address this issue. Mr Liam Wee Sin, the Group Chief Executive, replied that the "discount" in the share price was a prevalent situation for all listed real estate developer companies. He also shared that the Company's diversified portfolio in hospitality, commercial and residential segments had performed creditably in terms of overall profitability.
      Mr Lau questioned whether the Company would consider hiving off some of its properties into real estate investment trusts ("REITs"). Mr Liam replied that the high interest rate environment made it unattractive and the Company could instead value-add to its own assets. The Company had strong asset and investments pipelines, including assets held under the Company's subsidiary, Singapore Land Group Limited, which were being progressively upgraded. Mr Wee Ee Lim added that while most of the industry peers already had REITs, their share prices were still experiencing deep discounts to their net asset values.
      Mr Lau also asked whether the Board had anticipated the increase in Additional Buyer's Stamp Duty ("ABSD") announced on 27 April 2023 and what was the Company's plan going forward. Mr Liam Wee Sin replied that the implementation of new cooling measures by the authorities could not be pre-empted. The new cooling measure was targeted at foreign buyers. Currently, only around one to two percent of the Company's residential portfolio were sold to

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foreigners. The Company's upcoming residential projects were in good locations and in close proximity to good schools.

  1. Mr Philip John Smith commended the Company for growing significantly over the years since 2010. He referred to page 92 of the Annual Report and noted that the net tangible asset backing per ordinary share in 2022 was S$12.55 but the current share price was around 40 percent lower. He suggested that the Company consider the following:-
    1. To increase the share price by utilising retained earnings to issue 1-for-1 bonus shares. Thereafter, to maintain the dividend payment of 15 cents per share which would effectively double the dividend payment rate;
    2. To pay dividend in specie of shares of UOB and HPC to existing shareholders;
    3. To dispose of some older properties; and
    4. To give 10% discount to shareholders for hotels and F&B.

Mr Wee Ee Lim said that the Board would look into the above suggestions.

(c) Mr Lim Kok Kong Sebastian commented that the Return on Equity ("ROE") of the Company was slightly more than 4% and the banks' ROE was significantly higher. He also said that the deployment of assets was not very efficient and that the hotel segment was not performing

well, and suggested that Company liquidate some of its underperforming assets.

Mr Wee Ee Lim replied that it was not appropriate to compare ROE across different

industries. In terms of "recycling" and enhancing assets, it was part of Management's scope

of responsibility to consider opportunities to reconstitute the portfolio at appropriate time. As

for the hotel segment, Mr Wee explained that significant losses were incurred for the past

three years due to the COVID-19 pandemic. However, there had been some recovery which

would hopefully be sustainable.

(d) Mr Chong Ah Pok @ Ngian Hoon Hin queried how the increase in interest rates would affect

the Company's business. Mr Kwa Bing Seng replied that the Group's average borrowing

costs almost doubled in 2022 (2.25%) as compared with 2021 (1.26%) and this was

anticipated to increase further in 2023. As the Company had in place some interest rate

hedges, it was able to mitigate the increased borrowing costs.

(e) Mr Lim Sherng Yu Jean referred to the investments in securities listed on page 42 of the

Annual Report and queried whether the Company had any divestment plans. Mr Wee Ee Lim

replied that there were no plans to divest such investments in securities as these investments

were strategic and had been generating dividend income.

1.3

There being no further questions, the Meeting proceeded to vote on Resolution 1.

1.4

As proposed by Mr Wee Ee Lim, Resolution 1 was put to the Meeting. The Company Secretary

announced that the motion had been put to vote by poll and the results of the poll voting were as

follows:-

Votes

No. of Shares

%

For

610,554,398

99.94

Against

374,705

0.06

1.5

The Meeting resolved that the Audited Financial Statements for the financial year ended 31

December 2022 together with the Directors' Statement and Auditor's Report be received and

adopted.

1.6

Mr Wee Ee Lim declared Resolution 1 carried.

Minutes 28.04.2023

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2. ORDINARY RESOLUTION 2:

FIRST AND FINAL DIVIDEND AND SPECIAL DIVIDEND

2.1

As proposed by Mr Wee Ee Lim, Resolution 2 was put to the Meeting. The Company Secretary

announced that the motion had been put to vote by poll and the results of the poll voting were as

follows:-

Votes

No. of Shares

%

For

611,592,981

99.99

Against

33,707

0.01

2.2

The Meeting resolved that the payment of a first and final tax-exempt(one-tier) dividend of 15.0

cents per ordinary share and a special tax exempt (one-tier) dividend of 3.0 cents per ordinary

share in respect of the financial year ended 31 December 2022 to Members who were registered in

the Register of Members as at 5.00 p.m. on 9 May 2023, be approved.

2.3

Mr Wee Ee Lim declared Resolution 2 carried.

3. ORDINARY RESOLUTION 3: DIRECTORS' FEES

3.1

As recommended and proposed by the Board, Resolution 3 was put to the Meeting.

The shareholder, Mr Lau, suggested that the Directors' Fees be partially paid in shares so as to

align the directors' interests with the shareholders' interests. Mr Wee Ee Lim replied that this

could be administratively cumbersome to implement but noted the suggestion.

The Company Secretary announced that the motion had been put to vote by poll and the results of

the poll voting were as follows:-

Votes

No. of Shares

%

For

610,776,453

99.91

Against

571,181

0.09

3.2

The Meeting resolved that Directors' Fees of S$954,900 be paid for the financial year ended 31

December 2022 and be divided amongst the Directors as they deemed fit.

3.3

Mr Wee Ee Lim declared Resolution 3 carried.

4. ORDINARY RESOLUTION 4:

RE-ELECTION OF MR POON HON THANG SAMUEL

4.1

As read and proposed by the Company Secretary, Resolution 4 was put to the Meeting. The

Company Secretary announced that the motion had been put to vote by poll and the results of the

poll voting were as follows:-

Votes

No. of Shares

%

For

478,486,296

78.31

Against

132,543,596

21.69

4.2

The Meeting resolved that Mr Poon Hon Thang Samuel, who retired by rotation pursuant to

Article 94 of the Company's Constitution, be re-elected as a Director of the Company.

4.3

Mr Wee Ee Lim declared Resolution 4 carried.

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5. ORDINARY RESOLUTION 5: RE-ELECTIONOF MR WEE EE-CHAO

5.1

As proposed by Mr Wee Ee Lim, Resolution 5 was put to the Meeting. The Company Secretary

announced that the motion had been put to vote by poll in advance and the results of the poll

voting were as follows:-

Votes

No. of Shares

%

For

536,644,499

87.73

Against

75,048,208

12.27

5.2

The Meeting resolved that Mr Wee Ee-chao, who retired by rotation pursuant to Article 94 of the

Company's Constitution, be re-elected as a Director of the Company.

5.3

Mr Wee Ee Lim declared Resolution 5 carried.

6. ORDINARY RESOLUTION 6: RE-ELECTIONOF MR SIM HWEE CHER

6.1

As proposed by Mr Wee Ee Lim, Resolution 6 was put to the Meeting. The Company Secretary

announced that the motion had been put to vote by poll and the results of the poll voting were as

follows:-

Votes

No. of Shares

%

For

608,529,364

99.48

Against

3,158,211

0.52

6.2

The Meeting resolved that Mr Sim Hwee Cher, who retired by rotation pursuant to Article 94 of

the Company's Constitution, be re-elected as a Director of the Company.

6.3

Mr Wee Ee Lim declared Resolution 6 carried.

7. ORDINARY RESOLUTION 7:

RE-ELECTION OF MS YIP WAI PING ANNABELLE

7.1

As proposed by Mr Wee Ee Lim, Resolution 7 was put to the Meeting. The Company Secretary

announced that the motion had been put to vote by poll and the results of the poll voting were as

follows:-

Votes

No. of Shares

%

For

610,722,091

99.85

Against

947,797

0.15

7.2

The Meeting resolved that Ms Yip Wai Ping Annabelle, who retired by rotation pursuant to

Article 100 of the Company's Constitution, be re-elected as a Director of the Company.

7.3

Mr Wee Ee Lim declared Resolution 7 carried.

8.

ORDINARY RESOLUTION 8:

RE-APPOINTMENT OF AUDITORS

8.1

As proposed by Mr Wee Ee Lim, Resolution 8 was put to the Meeting. The Company Secretary

announced that the motion had been put to vote by poll and the results of the poll voting were as

follows:-

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UOL Group Limited published this content on 22 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2023 07:14:08 UTC.