CDL: Minutes of the 58th Annual General Meeting of City Developments Limited

CITY DEVELOPMENTS LIMITED

(Co. Reg. No. 196300316Z)

(Incorporated in the Republic of Singapore)

Minutes of the Fifty-Eighth Annual General Meeting ("AGM") of City Developments Limited ("CDL" or the "Company") duly convened and held by electronic means via live audio-visual webcast and live audio-only stream on Friday, 30 April 2021 at 11.00 a.m.

AGM Attendance:
Directors:	On-site
	Mr Kwek Leng Beng (Executive Chairman)
	Mr Sherman Kwek Eik Tse (Executive Director and Group Chief
	Executive Officer ("Group CEO") and Chairman of the Board
	Sustainability Committee)
	Ms Lim Yin Nee Jenny (Lead Independent Director, Chairman of the
	Audit & Risk Committee and Chairman of the Remuneration
	Committee)
	Mr Philip Yeo Liat Kok (Independent Non-Executive Director and
	Chairman of the Nominating Committee)
	Via video-conference:
	Mr Tan Poay Seng (Independent Non-Executive Director)
	Mr Ong Lian Jin Colin (Independent Non-Executive Director)
	Mr Daniel Marie Ghislain Desbaillets (Independent Non-Executive
	Director)
	Mr Chong Yoon Chou (Independent Non-Executive Director)
	Ms Chan Swee Liang Carolina (Carol Fong) (Independent
	Non-Executive Director)
	Mr Lee Jee Cheng Philip (Independent Non-Executive Director)
Senior Management:	On-Site:
	Mr Chia Ngiang Hong (Group General Manager)
	Mr Kwek Eik Sheng (Group Chief Strategy Officer)
	Mr Frank Khoo (Group Chief Investment Officer)
	Ms Yiong Yim Ming (Group Chief Financial Officer)
	Ms Goh Ann Nee (Chief Transformation Officer, Executive Chairman's
	Office)
Company Secretaries:	Via audio-visual webcast
	Ms Shufen Loh @ Catherine Shufen Loh
	Ms Enid Ling Peek Fong
Auditors, KPMG LLP:	Via audio-visual webcast
	Mr Roger Tay
	Ms Lo Mun Wai
	Ms Voo Poh Jee
	Mr Ryan Chu
Independent Scrutineers:	Via audio-visual webcast
	Mr Andrew Teoh, TS Tay Public Accounting Corporation

The full attendance list of shareholders and observers as well as the Share Registrars, M&C Services Private Limited, who attended the AGM via audio-visual webcast and live audio-only stream is separately maintained by the Company Secretaries.

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City Developments Limited

Minutes of the 58th Annual General Meeting held on 30 April 2021

1. COMMENCEMENT OF MEETING
   The Chairman welcomed the shareholders to the AGM and informed that the AGM had been convened and was being held via electronic means, in accordance with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 and the Joint Statement by ACRA, MAS and SGX Regco in relation to Guidance on the Conduct of General Meetings Amid Evolving COVID-19 Situation issued on 1 October 2020.
   As a quorum was present, the Chairman called the Meeting to order.
   The Chairman introduced Mr Sherman Kwek, an Executive Director and the Group CEO of the Company, Ms Jenny Lim, the Lead Independent Director, and Mr Philip Yeo, the Chairman of the Nominating Committee, all of whom were present with him on-site. The Chairman then introduced the other Independent Directors who were participating in the Meeting via video link-ups, namely Mr Tan Poay Seng, Mr Colin Ong, Mr Daniel Desbaillets, Mr Chong Yoon Chou, Mrs Carol Fong and Mr Philip Lee.
   The Chairman also informed the shareholders that Mr Tan Poay Seng would not be seeking re-election as a Director, would retire upon the conclusion of the AGM. On behalf of the Board and the Management, the Chairman expressed sincere appreciation to Mr Tan for his invaluable contributions for more than 9 years.
   The Chairman then proceeded to introduce members of the Senior Management team who were present on-site, comprising the Group General Manager, the Group Chief Strategy Officer, the Group Chief Investment Officer, the Group Chief Financial Officer and the Chief Transformation Officer, Executive Chairman's Office.
   The Company Secretaries as well as representatives of the Company's External Auditors, KPMG LLP, were also in attendance online.
2. NOTICE
   The AGM Notice had been made available to all shareholders by electronic means via publication on the Company's corporate website and on the website of Singapore Exchange Securities Trading Limited ("SGX-ST") and was taken as read.
3. RESPONSES TO QUESTIONS FROM SHAREHOLDERS
   The Chairman informed shareholders that the Company had published its responses to all the substantial and relevant questions submitted by shareholders in advance of the Meeting on its corporate website and on the website of SGX-ST earlier that day, a copy of which is annexed to these minutes and marked "Annexure A".
   The Chairman also invited shareholders attending the AGM to submit substantial and relevant questions through the 'live' chatbox available on the webcast platform. The Directors and Management team who were on-site would endeavour to answer the questions.
4. PRESENTATION BY THE GROUP CEO
   The Chairman called upon Mr Sherman Kwek, the Group CEO, to give a short presentation on the Group's performance and operations in 2020 and its outlook and strategies for 2021.

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City Developments Limited

Minutes of the 58th Annual General Meeting held on 30 April 2021

The Group CEO's presentation slides are annexed to these minutes and marked "Annexure B", a copy of which was released via SGXNET after the AGM on 30 April 2021, and had also been uploaded onto the Company's corporate website.

5. VOTING

The Chairman thanked shareholders who had taken the effort to submit their proxy forms to cast their votes for the resolutions contained in the AGM Notice. He informed the Meeting that each of the resolutions would be taken as duly tabled, proposed and seconded for voting. As the appointed proxy for shareholders, he had voted on all the AGM resolutions in accordance with the specific instructions of the shareholders.

The Company had appointed Trusted Services Pte Ltd as the polling agent and TS Tay Public Accounting Corporation as the independent scrutineers. The Chairman advised that all proxy votes cast had been reviewed by the polling agent and verified by the scrutineers.

The Chairman proceeded with the business of the AGM.

ORDINARY BUSINESS:

6. ORDINARY RESOLUTION 1

ADOPTION OF DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER ("FY") 2020 AND THE AUDITORS' REPORT THEREON

The Chairman informed the shareholders that Ordinary Resolution 1 was to receive and adopt the Directors' Statement and Audited Financial Statements for FY 2020 and the Auditors' Report thereon. The Annual Report 2020 had been published on the Company's website and on SGXNET.

The Chairman then proceeded to address the questions which had been submitted by shareholders via the 'live' chatbox:

6.1 Question 1

A shareholder asked what are CDL's prospects for the residential market and the office properties moving forward.

Group CEO said that he was optimistic about the prospects for CDL's residential projects and office properties in Singapore. He noted that the total sales volume of residential units sold for the Singapore market had recovered to a healthy level and in spite of the pandemic last year, the residential sales volume in 2020 had equalled that of 2019, registering close to 10,000 units sold for the entire market. The private residential property price index had increased by 2.7% in 2019 and 2.2% in 2020, reflecting moderate price increases. Group CEO commented that there was still pent-up demand, especially from HDB upgraders, for private residential properties. While there is uncertainty surrounding whether the Government would implement new cooling measures, the overall residential market remains very stable.

The office market in Singapore saw a decline of about 5% to 8% in terms of rental last year, though occupancy had remained quite resilient. Group CEO opined that the office market remained strong, not only in Singapore but globally as well. Despite the current trend of working from home and the proliferation of co-working spaces, he believed that the office is a necessary place of gathering for office goers and office buildings would continue to play an important role in future.

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City Developments Limited

Minutes of the 58th Annual General Meeting held on 30 April 2021

The Chairman noted that the residential market has been performing well though he cautioned that if property prices continue to rise, there may be a time that further cooling measures could be introduced to control the prices.

He further expressed confidence that office market will continue to improve and noted that the Group's Republic Plaza has been performing better than previously, achieving high occupancies.

The Chairman also shared that he was optimistic that the hotel industry would be able to recover some time this year, or at the worst, next year with the resumption of air travel between countries being considered.

6.2 Question 2

A shareholder asked how does CDL mitigate the impact of COVID-19 on its commercial properties and how does it maintain footfalls for retail malls especially when there are so many malls in Singapore.

Group General Manager responded that suburban malls generally have recovered well, such as the Group's City Square Mall. Two other CDL malls, Quayside Isle at Sentosa and Palais Renaissance, have also done very well and had performed even better than during the pre- COVID pandemic period, mainly because of their unique locations as these malls are situated in less crowded localities. However, he noted that the performance of the retail sector in the Central Business District remains challenging but things have been improving and with the office crowds returning to the workplace, more footfall is expected.

As to how to mitigate the situation in the retail sector, CDL works very closely with the tenants on promotions and initiatives such as the CDL e-Mall as well as other incentives to improve footfall and help tenants, especially those in the sector that are more severely affected. Assistance provided to tenants include rebates and flexible rental arrangements so that they can ride through this very tough environment and recover.

As there were no further questions, the Chairman proceeded with the voting on Ordinary Resolution 1.

It was RESOLVED that the Directors' Statement and Audited Financial Statements of the Company and its subsidiaries (the "Group") for the financial year ended 31 December 2020 ("FY 2020") and the Auditors' Report thereon be and are hereby received and adopted.

Results of the votes cast for Ordinary Resolution 1 were as follows:

Total Number	FOR		AGAINST
of shares
represented by	No. of shares	%	No. of shares		%
Votes Cast
666,856,570	666,786,370	99.99	70,200		0.01

The Chairman declared the Ordinary Resolution carried.

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