Singapore Exchange : 2023 Notice of AGM

1

Notice of Annual General Meeting

Singapore Exchange Limited

Company Registration No. 199904940D

(Incorporated in the Republic of Singapore)

NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting of Singapore Exchange Limited (the "Company") will be held at Marina Bay Sands Expo and Convention Centre, Level 4, Peony Ballroom, 10 Bayfront Avenue, Singapore 018956 and using virtual meeting technology on Thursday, 5 October 2023 at 10.30 a.m. (Singapore time) to transact the following business:

ROUTINE BUSINESS

Ordinary Resolution 1	To receive and adopt the Directors' Statement and Audited Financial Statements for the financial
	year ended 30 June 2023 and the Auditor's Report thereon.
Ordinary Resolution 2	To declare a final tax-exempt dividend of 8.5 cents per share for the financial year ended
	30 June 2023 ("Final Dividend"). (FY2022: 8 cents per share)

To re-elect the following Directors who will be retiring by rotation under Article 97 of the Constitution of the Company and who, being eligible, offer themselves for re-election:

Ordinary Resolution 3(a)	Mr Lim Chin Hu;
Ordinary Resolution 3(b)	Mr Loh Boon Chye;
Ordinary Resolution 3(c)	Mr Mark Makepeace; and
Ordinary Resolution 3(d)	Mr Yeoh Oon Jin.

To re-elect the following Directors who will cease to hold office in accordance with Article 103 of the Constitution of the Company and who, being eligible, offer themselves for re-election:

Ordinary Resolution 4(a)	Ms Julie Gao; and
Ordinary Resolution 4(b)	Ms Lin Huey Ru.
Ordinary Resolution 5	To approve the sum of S$980,000 to be paid to the Chairman as director's fees for the financial
	year ending 30 June 2024. (FY2023 (and since FY2019): S$930,000 for Chairman)
Ordinary Resolution 6	To approve the sum of up to S$1,800,000 to be paid to all Directors (other than the
	Chief Executive Officer) as directors' fees for the financial year ending 30 June 2024.
	(FY2023 (and since FY2016): up to S$1,600,000 for all Directors other than the
	Chief Executive Officer)
Ordinary Resolution 7	To re-appoint KPMG LLP as Auditor of the Company and to authorise the Directors to fix
	its remuneration.

SPECIAL BUSINESS

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

Ordinary Resolution 8	That Ms Claire Perry O'Neill be and is hereby appointed as a Director of the Company pursuant
	to Article 103 of the Constitution of the Company.
Ordinary Resolution 9	That authority be and is hereby given to the Directors to allot and issue from time to time such
	number of new ordinary shares of the Company as may be required to be allotted and issued
	pursuant to the Singapore Exchange Limited Scrip Dividend Scheme.
Ordinary Resolution 10	That authority be and is hereby given to the Directors to:
	(a)	(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

Notice of Annual General Meeting

Singapore Exchange Limited

Company Registration No. 199904940D

(Incorporated in the Republic of Singapore)

1. (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 per cent. 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 per cent.
		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 ("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:
		(i)	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
		(ii)	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 Monetary Authority of Singapore) 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.
Ordinary Resolution 11	That:
	(a)	for the purposes of Sections 76C and 76E of the Companies Act 1967 (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 Percentage (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:
		(i)	market purchase(s) on the Singapore Exchange Securities Trading Limited
			("SGX-ST") and/or any other securities exchange on which the Shares may for the
			time being be listed and quoted ("Other Exchange"); and/or
		(ii)	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");

3

Notice of Annual General Meeting

Singapore Exchange Limited

Company Registration No. 199904940D

(Incorporated in the Republic of Singapore)

1. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors 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:
2. 1. the date on which the next Annual General Meeting of the Company is held;
   2. the date by which the next Annual General Meeting of the Company is required by law to be held; and
   3. the date on which purchases and acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;
3. in this Resolution:
   "Average Closing Price" means the average of the closing market prices of a Share over the five consecutive trading 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 that occurs during the relevant five-day period and 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;
   "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 Percentage" means that number of issued Shares representing 10 per cent. 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, whether pursuant to a market purchase or an off-market purchase, 105 per cent. of the Average Closing Price of the Shares; and
4. the Directors 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/she may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.

By Order of the Board

Ding Hui Yun (Ms)

Seah Kim Ming Glenn (Mr)

Company Secretaries

Singapore Exchange Limited

11 September 2023

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Notice of Annual General Meeting

Singapore Exchange Limited

Company Registration No. 199904940D

(Incorporated in the Republic of Singapore)

EXPLANATORY NOTES

Routine Business

Ordinary Resolutions 3(a), 3(b), 3(c) and 3(d) are to re-elect Mr Lim Chin Hu, Mr Loh Boon Chye, Mr Mark Makepeace and Mr Yeoh Oon Jin who will be retiring by rotation under Article 97 of the Constitution of the Company.

Ordinary Resolutions 4(a) and 4(b) are to re-elect Ms Julie Gao and Ms Lin Huey Ru who will cease to hold office under Article 103 of the Constitution of the Company.

Mr Lim Chin Hu will, upon re-election, continue to serve as Chairman of the Remuneration & Staff Development Committee and as a member of the Nominating & Governance Committee and a member of the Risk Management Committee. Upon the conclusion of the Twenty-Fourth Annual General Meeting, Mr Lim will step down as a member of the Audit Committee.

Mr Loh Boon Chye will, upon re-election, continue to serve as the Chief Executive Officer of the Company. Mr Mark Makepeace will, upon re-election, be appointed as a member of the Risk Management Committee with effect from the conclusion of

the Twenty-Fourth Annual General Meeting. Mr Yeoh Oon Jin will, upon re-election, continue to serve as Chairman of the Audit Committee and as a member of the Risk Management Committee. Ms Julie Gao will, upon re-election, continue to serve as a member of the Audit Committee. Ms Lin Huey Ru will, upon re-election, continue to serve as a member of the Risk Management Committee. Detailed information on these Directors (including information as set out in Appendix 7.4.1 of the Listing Manual of the Singapore Exchange Securities Trading Limited) can be found under "Board of Directors" and "Supplemental Information on Directors Seeking Re-election at the 2023 AGM" in the Company's Annual Report 2023.

Mr Lim, Mr Yeoh, Ms Gao and Ms Lin are each considered an independent Director. Mr Loh is considered an executive and non-independent Director. Mr Makepeace is considered a non-executive and non-independent Director.

Ordinary Resolution 5 is to seek approval for the payment of S$980,000 to the Chairman as director's fees for undertaking duties and responsibilities as Chairman of the Board for the financial year ending 30 June 2024 ("FY2024") (S$930,000 for the financial year ended 30 June 2023 ("FY2023") and which had remained unchanged since the financial year ended

30 June 2019). As was the case for FY2023, the sum of S$980,000 does not include any director's fees payable for serving as Chairman or member of any Board committee(s). However, there will be no other emoluments or separate attendance fees payable to the Chairman. In arriving at the proposed Chairman's fee of S$980,000, the Company took into account:

1. the significant leadership role played by the Chairman on the Board, and in providing clear oversight and guidance to management;
2. the amount of time the Chairman spends on Company matters, including providing input and guidance on strategy and supporting management in engaging with a wide range of other stakeholders such as partners, governments and regulators, as well as travelling to visit with industry global peers; and
3. comparable benchmarks from other large listed companies and peers in the financial industry in Singapore that have chairmen with similar roles and responsibilities, as well as benchmarks from global bourses.

The increase of S$50,000 over the sum approved for FY2023 is in line with the increase in the basic fee and committee fee payable to Directors for FY2024 onwards (please see explanatory notes for Ordinary Resolution 6 below for more details).

Additional information on the role of the Chairman can be found under "Corporate Governance" in the Company's Annual Report 2023.

Approximately three-quarters of the Chairman's fee of S$980,000 for FY2024 will be paid in cash and approximately one-quarter will be delivered in SGX shares in the form of a share award to be granted under the SGX Restricted Share Plan for the Chairman who, on the date of grant of the share award, has served as a Director for at least 12 months. All fees payable for serving as Chairman or member of any Board committee(s) will be paid entirely in cash. The actual number of shares to be awarded will be determined by reference to the volume-weighted average price of a share on the Singapore Exchange Securities Trading Limited over the 14 trading days immediately following the date of the Twenty-Fourth Annual General Meeting at which the Chairman's fee is approved, rounded down to the nearest share. The award will consist of fully paid shares, with no performance conditions attached and no vesting period imposed, but there will be a moratorium on the sale of such shares for a period of up to one year after the grant of the award (this will be lifted if the Chairman steps down from the Board before the end of the moratorium period).

5

Notice of Annual General Meeting

Singapore Exchange Limited

Company Registration No. 199904940D

(Incorporated in the Republic of Singapore)

Ordinary Resolution 6 is to seek approval for the payment of up to S$1,800,000 to all Directors (other than the Chief Executive Officer) as directors' fees for the financial year ending 30 June 2024 ("FY2024") (up to S$1,600,000 for the financial year ended 30 June 2023 ("FY2023") and which had remained unchanged since the financial year ended 30 June 2016).

The fees for the non-executive Directors reflect the scope and extent of a Director's responsibilities and obligations, and are measured competitively against industry benchmarks. The basic fee and committee fee payable to Directors will be increased for FY2024 onwards to bring these fees in line with market norms, and to ensure that the Company is able to attract and retain the right calibre of Directors necessary to contribute effectively to the Board in an ever-increasingly competitive market. The fee structure for FY2023 and the revised fee structure for FY2024 onwards are set out below.

FY2023 fee structure and revised fee structure for FY2024 onwards
Non-Executive Director	FY2023	FY2024	Increase
Basic Fee - Member	S$75,000	S$82,500	S$7,500
Audit Committee - Chairman	S$55,000	S$60,500	S$5,500
Audit Committee - Member	S$40,000	S$44,000	S$4,000
Risk Management Committee - Chairman	S$55,000	S$60,500	S$5,500
Risk Management Committee - Member	S$40,000	S$44,000	S$4,000
Other Committee - Chairman	S$40,000	S$44,000	S$4,000
Other Committee - Member	S$25,000	S$27,500	S$2,500

The directors' fees are calculated based on, among other things, the number of Directors expected to hold office during the course of that year. The increase of S$200,000 over the sum approved for FY2023 is to cater for the increase in the basic fee and committee fee payable to Directors for FY2024 onwards as well as for any unforeseen circumstances, including, for example, the appointment of additional Directors or additional members to Board committee(s), and the formation of any ad-hoc and/or additional Board committee(s).

Approximately three-quarters of the basic fee for the non-executive Directors for FY2024 will be paid in cash and approximately one-quarter will be delivered in SGX shares in the form of a share award to be granted under the SGX Restricted Share Plan for the non-executive Directors (other than Dr Beh Swan Gin and Ms Lim Sok Hui) who, on the date of grant of the share awards, have served as a Director for at least 12 months. All fees payable for serving as Chairman or member of any Board committee(s) will be paid entirely in cash. The actual number of shares to be awarded will be determined by reference to the volume-weighted average price of a share on the Singapore Exchange Securities Trading Limited over the 14 trading days immediately following the date of the Twenty-Fourth Annual General Meeting, rounded down to the nearest share. The award will consist of fully paid shares, with no performance conditions attached and no vesting period imposed, but it is subject to a selling moratorium whereby each non-executive Director is required to hold the equivalent of one year's basic retainer fees for his or her tenure as a Director and this will be lifted if the non-executive Director steps down from the Board before the end of the moratorium period.

The following persons will receive all of their directors' fees for FY2024 in cash (calculated on a pro-rated basis): (i) Ms Chew Gek Khim, who will be stepping down from the Board upon the conclusion of the Twenty-Fourth Annual General Meeting, (ii) Ms Julie Gao and Ms Lin Huey Ru, who were both appointed to the Board on 1 May 2023 and will not have served as a Director for at least 12 months prior to the date of grant of the share awards, (iii) Ms Claire Perry O'Neill, who is proposed to be appointed as an additional Director at the Twenty-Fourth Annual General Meeting and will not have served as a Director for at least 12 months prior to the date of grant of the share awards, (iv) any other non-executive Director who is appointed as an additional Director during the course of FY2024 in accordance with Article 103 of the Constitution of the Company, and

1. any non-executive Director who steps down before the date of grant of the share awards. The directors' fees for FY2024 for Dr Beh Swan Gin and Ms Lim Sok Hui will be paid in cash to their respective employers, Public Service Division, Prime Minister's Office and DBS Bank Ltd.

The exact amount of director's fees received by each non-executive Director for FY2023 is disclosed in full in the Company's Annual Report 2023.