Singapore Technologies Engineering : 26th Annual General Meeting Minutes

SINGAPORE TECHNOLOGIES ENGINEERING LTD

(Registration No. 199706274H)

Minutes of the 26th Annual General Meeting ("AGM")

of Singapore Technololgies Engineering Ltd ("ST Engineering" or the "Company") held at

The Star Gallery, Level 3, The Star Performing Arts Centre, 1 Vista Exchange Green, S(138617)

on Thursday, 20 April 2023 at 2.30 p.m.

_____________________________________________________________________________

PRESENT:
Board of Directors
Mr Kwa Chong Seng	-	Chairman
Mr Teo Ming Kian	-	Deputy Chairman
Mr Vincent Chong Sy Feng	- Director / Group President & CEO
Mr Kevin Kwok Khien	-	Director (via video-conference)
Mr Lim Ah Doo	-	Director
Mr Lim Chin Hu	-	Director (via video-conference)
Mr Lim Sim Seng	-	Director
Ms Ng Bee Bee (May)	-	Director
Mr Quek See Tiat	-	Director
Ms Song Su-Min	-	Director
Mr Tan Peng Yam	-	Director
Col Cai Dexian	- Alternate Director to LG Melvyn Ong (via video-conference)
ABSENT WITH APOLOGY
LG Melvyn Ong	-	Director

Shareholders

As set out in the attendance records maintained by the Company.

IN ATTENDANCE
Mr Foo Chee Keng Cedric	- Group Chief Financial Officer
Ms Low Meng Wai	- Group General Counsel / Company Secretary
Ms Lina Poa	- Group Head, Corporate Communications & Investor Relations
Mr Colin Teo	- Executive Vice President / Group Treasurer
Ms Zann Lim	- Executive Vice President /Group Financial Controller, Financial
		Planning & Analysis
Ms Yong Siew Peng	-	Senior Manager, Finance
Mr Marcus Lam Hock Choon	- Partner, Executive Chairman, PricewaterhouseCoopers
		LLP ("PwC")
Ms Yap Lune Teng	- Partner, Allen & Gledhill LLP
Ms Tan Wan Hoon	-	Joint Company Secretary
Mr Na Boon Chong	-	Partner, Aon Consulting

Scrutineer

RHT Governance, Risk & Compliance (Singapore) Pte Ltd

_____________________________________________________________________________

1 PRESENTATION BY GROUP PRESIDENT & CEO

At the start of the AGM, Mr Vincent Chong, Group President & CEO, delivered a presentation on the Company's aspiration and corporate purpose. He provided key highlights of the Group's 2022 financial performance. These were:

1. strong underlying performance against a challenging environment as reflected in EBIT and net profit for the last 3 financial years on a comparable basis without taking into account COVID-19 related government support;

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1. revenue growth from all 3 segments totaling 17%, from $7.7b in financial year 2021 (FY2021) to $9b in financial year 2022 (FY2022);
2. strong order book of $23b as at 31 Dec 2022, which provides revenue visibility, and
3. productivity metrics for each of opex and staff costs (excluding government support) as a ratio of revenue trended well in the last 3 financial years.

On the key focus areas in 2022, Mr Vincent Chong reported that the Company had strengthened its global presence, continued to streamline its portfolio, integrated sustainability as our core and continued to drive technology & innovation. He went on to elaborate on the progress and achievements made in each of the focus areas. These included the acquisition of TransCore, continued capacity expansion in Passenger-to-Freighter conversions and new MRO solutions with LEAP-1B engine quick-turn service at Commercial Aerospace and the global contract wins by Urban Solutions & Satellite Communications ("Satcom") and Defence & Public Security. For Satcom, while the long-term industry outlook remains positive, near-term headwinds continue with short-term weakness in performance. The Satcom business is developing its internal transformation plan to position for future opportunities, while continuing to invest in R&D for product development.

He also updated on the Company's sustainability ambitions, its approach in driving technology and innovation and Community Outreach initiatives. He further highlighted the Group's strong balance sheet and balanced debt profile. In terms of the macro outlook for 2023, he noted the various opportunities for the Company arising from countries' re-openingpost-COVID, though near-term headwinds in the form of geopolitical tensions, inflation pressures, supply chain disruption and Satcom industry disruption, persist. He then shared the key milestones achieved in 1Q23.

He concluded his presentation with a recap on the Company's ambitions as set out in its 5-year Plan with 2020 as the base year and informed that the Company is on track towards meeting its 2026 targets.

Please refer to the Company's website and the announcement released via SGXNET on 20 April 2023 for a copy of Group President & CEO's presentation slides.

2 OPENING REMARKS BY GROUP PRESIDENT & CEO

Mr Vincent Chong informed the shareholders that this would be Mr Kwa Chong Seng's last AGM as Chairman of the Board. For Board's renewal, the Chairman Mr Kwa who was subject to retirement by rotation at this AGM, had decided not to offer himself for re-election.

On behalf of the Board of Directors, Mr Vincent Chong paid tribute to the Chairman for his chairmanship over the last decade. Under his chairmanship, ST

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Engineering embarked on a transformation journey to pivot towards global and sustainable long-term growth, laying a strong foundation for the Group's future.

With the support from the Chairman and the Board, the Company was able to navigate the complex and challenging operating environment during the last three years of the pandemic, successfully balancing between short-term needs and long-term success and through it all, achieved a good set of results relative to its peers.

The attendees joined Mr Vincent Chong and the Directors in a round of applause to express their appreciation to the Chairman for his many contributions to the Company.

Next, Mr Vincent Chong welcomed Mr Teo Ming Kian,Deputy Chairman as the incoming Chairman of the Board with effect from 21 April 2023. The Company is privileged to be able to tap on Mr Teo's deep experience and expertise in multiple domains and particularly, in technology and innovation. Mr Chong expressed confidence that under Mr Teo's Chairmanship, the company will continue to achieve success in the years ahead.

With that, Mr Vincent Chong passed the floor to the Chairman.

1. CHAIRMAN'S OPENING
   The Chairman welcomed the attendees to the 26th AGM of the Company. He thanked the shareholders for their support and the trust they had placed in the Board and management in running the Company.
   The Chairman introduced Mr Teo Ming Kian and his career background and credentials. He assured shareholders that Mr Teo is eminently qualified and experienced, having held various senior appointments in government ministries, statutory boards and technology & innovation domains, to lead the Company forward.
   The Chairman also expressed his appreciation to the Management and staff of the Company for their dedication and hard work which saw the transformation of the Company to what it is today.
2. QUORUM
   The Chairman called the Meeting to order with the presence of a quorum.
3. INTRODUCTION OF THE BOARD
   The Chairman proceeded to introduce the Directors and Group Chief Financial Officer who were present. Mr Kevin Kwok, Chairman of the Audit Committee, was unwell and Mr Lim Chin Hu, Chairman of the Nominating Committee was overseas and hence, both of them joined the meeting via electronic means. Lieutenant- General Melvyn Ong Su Kiat who was overseas and unable to attend the AGM, sent his apologies. He was represented by his alternate, Col Cai Dexian who attended the AGM virtually.

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1. PROXY VOTES RECEIVED
   The Chairman informed that the proxy votes received by the 72 hours' deadline prior to the AGM had been verified by the appointed independent scrutineer, RHT Governance, Risk & Compliance (Singapore) Pte Ltd.
2. NOTICE OF MEETING
   The Notice of the 26th AGM dated 22 March 2023 and the resolutions stated therein, having been sent to all shareholders, released via SGXNET and made available on the Company's website, was taken as read.
3. PUBLICATION OF RESPONSES TO PRE-SUBMITTED QUESTIONS AND ANSWERS
   The Chairman informed that the Company had published the responses to substantial and relevant questions ("Q&As") received from the shareholders via SGXNET and on the Company's website on 14 April 2023. A copy of the pre- submitted Q&As is attached as Annex 1to these minutes.
4. VOTING OF RESOLUTIONS
   The Chairman informed that the motions tabled at the Meeting would be voted by poll. Polling was conducted in an electronic manner using the shareholders' personal web-browser enabled device. He further informed that he was appointed proxies for some shareholders and to vote on their behalf in accordance with their instructions.
   The Chairman informed that as a proxy, he would propose all the resolutions put forth at this AGM.
5. VIDEO PRESENTATION ON HOW TO VOTE
   A short video was played to guide shareholders on how to vote using their personal web-browser enabled device.
6. RESOLUTIONS TABLED AT AGM
   Before proceeding with Resolution 1, the Chairman informed that the percentage of the voting results received for each resolution had been rounded up to two decimal place.
   ORDINARY BUSINESS

11.1 RESOLUTION 1

DIRECTORS' STATEMENT, AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 AND THE AUDITORS' REPORT

The Chairman proposed the resolution and invited questions from the shareholders.

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A shareholder asked about the areas of growth for the TransCore business. Chairman explained that TransCore is in the business of providing end-to-end tolling solutions which enable reliable and automated electronic toll collection, including back-office operations to process toll collection from registered account owners. These replace the existing infrastructure of manned toll booths used by the government agencies for manual collection of toll. TransCore's growth potential in the U.S. is both in its core solutions as well as in congestion pricing solutions for urban cities to manage traffic congestion during peak hours.

Mr Vincent Chong added that the Company is pursuing opportunities to bring TransCore's tolling solutions to Southeast Asia.

The same shareholder asked questions regarding the following areas:

1. the growth trajectory of the Commercial Aerospace business;
2. capex on the Passenger-To-Freighter (P2F) conversions;
3. the performance of the Composite Manufacturing and Nacelle businesses from the acquisition of MRA Systems; and
4. the use of Treasury Lock ("T-Locks") mechanism in refinancing part of the outstanding short-term U.S. commercial papers

Mr Vincent Chong gave his response as follows:-

1. Long-termgrowth prospects of the Commercial Aerospace business continue to be positive and the Company is well positioned to capture growth. The demand for P2F conversion was accelerated during the Covid-19 pandemic when the strong surge in international and interstate e-commerce businesses heightened demand for freight coupled with severe reduction in freight capacity due to the near absence of passenger flights. Commercial Aerospace was able to capitalize on this opportunity to accelerate investment in P2F conversions. Conversion slots for A320/321P2F and A220P2F programmes have been fully booked through 2026.
2. Commercial Aerospace also focuses on the aircraft leasing business in Europe. We lease mid to end-of-life aircraft with the intent of recycling capital. Our target was to pare down our equity stake in these investments and we would operate like an Aircraft REIT and earn management fees in managing the customers' aircraft fleet. This business model enables Commercial Aerospace to have immediate access to feedstock and perform its capability in the P2F conversion business, as well as access opportunities to carry out MRO work.
3. As the exclusive supplier for the composite floor panels for all Airbus aircrafts and for engine nacelles for A320neo, the respective composite manufacturing and nacelle businesses were performing well. The nacelle business was already earnings accretive in the first year post the acquisition. Despite the economic downturn caused by the Covid-19 pandemic, both businesses reported positive results in FY2022. The business outlook for these businesses remain positive going forward.

Mr Foo Chee Keng Cedric, Group Chief Financial Officer gave his response as follows:

1. The T-Locks mechanism was utilized as there was a timing gap between the signing of the definitive agreement to acquire TransCore in October

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