Singapore Exchange : Second Half FY2023 Results Audited SGX Group Financial Statements

Singapore Exchange Limited

and its subsidiaries

Registration Number: 199904940D

Financial Statements

For the financial year ended 30 June 2023

KPMG LLP (Registration No. T08LL1267L), an accounting limited liability partnership registered in Singapore under the Limited Liability Partnerships Act 2005 and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Singapore Exchange Limited and its subsidiaries

Directors' statement

For the financial year ended 30 June 2023

Directors' statement

The directors present their statement to the shareholders together with the audited financial statements of Singapore Exchange Limited ("the Company" or "SGX") and its subsidiaries ("the Group") for the financial year ended 30 June 2023.

In the opinion of the directors,

1. the financial statements set out on pages FS1 to FS123 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2023 and the financial performance, changes in equity of the Group and of the Company, and the cash flows of the Group for the financial year ended on that date; and
2. at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

Directors

The directors in office at the date of this statement are as follows:

Mr Koh Boon Hwee	(Appointed as Chairman on 1 January 2023)
Mr Loh Boon Chye	(Chief Executive Officer)
Dr Beh Swan Gin
Ms Chew Gek Khim
Ms Julie Gao	(Appointed on 1 May 2023)
Mr Lim Chin Hu
Ms Lim Sok Hui (Mrs Chng Sok Hui)
Ms Lin Huey Ru	(Appointed on 1 May 2023)
Mr Mark Makepeace
Professor Subra Suresh
Mr Samuel Tsien
Mr Yeoh Oon Jin

Arrangements to enable directors to acquire shares and debentures

Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of an acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under "Share plans" in this statement.

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Singapore Exchange Limited and its subsidiaries

Directors' statement

For the financial year ended 30 June 2023

Directors' interests in shares or debentures

1. According to the register of directors' shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:

	Number of ordinary shares	Number of ordinary shares in
	registered in name of	which director is deemed
	director or nominee	to have an interest
	At	At	At	At
	30.06.2023	01.07.2022	30.06.2023	01.07.2022
Singapore Exchange
Limited
Mr Loh Boon Chye	-	762,799	1,121,199	-
Mr Lim Chin Hu	45,982	43,835	-	-
Ms Chew Gek Khim	10,982	8,835	-	-
Professor Subra Suresh	8,405	6,258	-	-
Mr Mark Makepeace	4,099	1,952	-	-
Mr Yeoh Oon Jin	2,147	-	-	-

1. According to the register of directors' shareholdings,
2. 1. five non-executive directors holding office at the end of the financial year had interests in the shares of the Company granted pursuant to the SGX Restricted Share Plan; and
   2. one executive director holding office at the end of the financial year had interests in the shares of the Company granted pursuant to the SGX Performance Share Plan; and the SGX Deferred Long-Term Incentives Scheme as set out below:
      Subject to the terms and conditions of the SGX Performance Share Plan and SGX Deferred Long-Term Incentives Scheme, 910,501 shares granted to Loh Boon Chye will vest between 1 September 2023 and 1 September 2026.
3. There was no change in any of the abovementioned interests in the Company or in related corporations between the end of the financial year and 21 July 2023.

Share plans

The Company offers the following share plans administered by the Remuneration & Staff Development Committee ("RSDC"):

1. SGX Performance Share Plan;
2. SGX Deferred Long-Term Incentives Scheme; and
3. SGX Restricted Share Plan.

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Singapore Exchange Limited and its subsidiaries

Directors' statement

For the financial year ended 30 June 2023

Share plans (continued)

(a) SGX Performance Share Plan

The current SGX Performance Share Plan ("SGX PSP 2015") was adopted at the annual general meeting of the Company held on 23 September 2015. Through the SGX PSP 2015, SGX will be able to recognise and reward past contributions and services, and motivate the plan participants to continue to strive for SGX's long term success. In addition, the SGX PSP 2015 aims to foster an ownership culture which aligns the interest of employees with the interest of shareholders.

Eligibility

Selected members of senior management who have attained the rank of Executive Director1 and above are eligible to be considered for the award under SGX PSP 2015.

Fully paid SGX shares, their equivalent cash value or combinations thereof will be awarded and vest, free of charge, provided that certain prescribed performance targets are met and upon expiry of the prescribed vesting period(s). The amount released, if in the form of cash, is based on the market value of such shares on vesting date.

Unless otherwise decided by the RSDC, the entitlement to this award is conditional on the participant remaining in service up to the specified vesting date.

Restrictions

The total number of new SGX shares which may be issued pursuant to awards granted under SGX PSP 2015 on any date, when added to the total number of new shares issued and issuable in respect of all awards granted, shall not exceed 10% of SGX's issued share capital on the day preceding the relevant date of award.

For grants under SGX PSP 2015, the vesting period is four years and any shares that have been released to the participants are not subject to a retention period.

Share grant and vesting

The RSDC approves all grants and has absolute discretion in the granting and award of performance shares.

1 Senior Vice President has been renamed to Executive Director from 1 July 2022.

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Singapore Exchange Limited and its subsidiaries

Directors' statement

For the financial year ended 30 June 2023

Share plans (continued)

1. SGX Performance Share Plan (continued) Share grant and vesting(continued)

1. FY2019 Grant under SGX PSP 2015

The number of SGX shares to be awarded to each participant was based on the achievement of prescribed performance targets over a three-year performance period from 1 July 2018 to 30 June 2021. The performance shares vested on 1 September 2022 and were fulfilled by delivery of the shares previously purchased from the market.

The details of shares granted to the participants are as follows:

			Additional	Shares
			shares from	vested
	Shares	Balance	higher	during the	Balance
Participants (as defined under	granted at	as at	achievement	financial	as at
SGX Performance Share Plan)	grant date(1)	01.07.2022	level	year	30.06.2023
EMCO members
Mr Loh Boon Chye(2)	152,900	152,900	54,600	(207,500)	-
Mr Tan Boon Gin(2)	42,600	42,600	15,200	(57,800)	-
Mr Syn Hsien-Min Michael(2)	41,200	41,200	14,700	(55,900)	-
Ms Agnes Koh	24,800	24,800	8,900	(33,700)	-
Ms Tinku Gupta	24,800	24,800	8,900	(33,700)	-
Mr Arulraj Maria Devadoss	17,400	17,400	6,200	(23,600)	-
Other recipients
Mr Muthukrishnan Ramaswami(2)(3)	62,500	62,500	22,300	(84,800)	-
Mr Chew Sutat(2)(4)	48,000	48,000	17,100	(65,100)	-
Others	282,300	240,000	86,000	(326,000)	-
	696,500	654,200	233,900	(888,100)	-

1. The shares to be awarded at the vesting date may range from 0% to 150% of the grant, depending on the level of achievement against the performance conditions. The achievement level for FY2019 grant is at 135.7%, hence the number of shares vested exceeds the number of shares granted.
2. Received more than 5% of the shares granted.
3. Mr Muthukrishnan Ramaswami retired as SGX's President and his last day of service was 30 September 2019. As approved by the RSDC, he will continue to be eligible to receive the grant at the vesting date, subject to the level of achievement against the performance conditions.
4. Mr Chew Sutat retired as SGX's Head of Global Sales & Origination and his last day of service was 31 July 2021. As approved by the RSDC, he will continue to be eligible to receive the grant at the vesting date, subject to the level of achievement against the performance conditions.

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