Singapore Exchange Limited

(Incorporated in the Republic of Singapore) Company Registration No. 199904940D

Annual General Meeting

Proxy Form

IMPORTANT

  • The Twenty-Fourth Annual General Meeting ("AGM") will be held at Marina Bay Sands Expo and Convention Centre, Level 4, Peony Ballroom, 10 Bayfront Avenue, Singapore 018956 ("Physical Meeting") and using virtual meeting technology ("Virtual Meeting") on Thursday, 5 October 2023 at 10.30 a.m. (Singapore time). Printed copies of the Notice of AGM dated 11 September 2023 and this proxy form will be sent by post to members (other than those who have signed up for the electronic service provided by the Company to its members to receive notices of meetings, annual reports and other shareholder communications electronically, for online proxy appointment and for the access and use of an SGX-designated website (collectively, "Electronic Service") and where such service has been made available). These documents will also be published on

the Company's website at the URLhttps://investorrelations.sgx.com/financial-information/annual-reports and SGXNet at the URLhttps://sgx.com/securities/company- announcements.

  • Arrangements relating to:
    1. in-personattendance at the Twenty-Fourth AGM by shareholders, including CPFIS and SRS investors who hold SGX shares through CPF Agent Banks or SRS Operators, and (where applicable) duly appointed proxies and representatives (including arrangements by which they are to register in person for the Physical Meeting);
    2. attendance at the Twenty-Fourth AGM by shareholders, including CPFIS and SRS investors, and (where applicable) duly appointed proxies and representatives using virtual meeting technology (including arrangements by which shareholders are to pre-register themselves or (where applicable) their duly appointed proxies or representatives at the pre-registration website at the URL https://investorrelations.sgx.com/financial-information/annual-reportsfor access to the Virtual Meeting electronically via live audio-visual webcast or live audio-only stream);
    3. submission of questions by shareholders, including CPFIS and SRS investors, in advance of, or at, the Twenty-Fourth AGM, and addressing of substantial and relevant questions in advance of, or at, the Twenty-Fourth AGM; and
    4. voting at the Twenty-Fourth AGM by (i) shareholders or their duly appointed proxies (other than the Chairman of the Meeting) or representative(s); (ii) CPFIS and SRS investors if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators; or (iii) shareholders, or CPFIS and SRS investors, appointing the Chairman

of the Meeting as proxy to vote on their behalf at the Twenty-Fourth AGM,

are set out in the accompanying Company's announcement dated 11 September 2023. This announcement may be accessed at the Company's website at the URL https://investorrelations.sgx.com/financial-information/annual-reports and SGXNet at the URLhttps://www.sgx.com/securities/company-announcements. For convenience, printed copies of the announcement will also be sent by post to members (other than those who have signed up for the Electronic Service and where such service has been made available).

  • A member who wishes to appoint a proxy(ies) (other than the Chairman of the Meeting) or representative(s) to attend the Virtual Meeting on his/her/its behalf must, in

addition to completing and submitting an instrument appointing a proxy(ies) and/or representative(s), pre-register his/her/its proxy(ies) or representative(s) at the pre- registration website at the URL https://investorrelations.sgx.com/financial-information/annual-reports, by 10.30 a.m. on 2 October 2023.

  • Please read the notes overleaf which contain instructions on, inter alia, the appointment of a proxy(ies).
  • This proxy form is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by CPFIS and SRS investors. CPFIS and SRS investors:
    1. may vote at the Twenty-Fourth AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies; or
    2. may appoint the Chairman of the Meeting as proxy to vote on their behalf at the Twenty-Fourth AGM, in which case they should approach their respective CPF Agent

Banks or SRS Operators to submit their votes by 5.00 p.m. on 25 September 2023.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 11 September 2023.

Please insert your full name, full NRIC/passport/company registration number and fulladdress here for verification purposes

being *a member/members of Singapore Exchange Limited (the "Company") hereby appoint:

Name

Address

NRIC/Passport Number

Proportion of Shareholdings (%)

*and/or

as *my/our *proxy/proxies, to attend, speak and vote for *me/us on *my/our behalf, at the Twenty-Fourth AGM of the Company to 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) and at any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against or to abstain from voting on the resolutions to be proposed at the Twenty-Fourth AGM as indicated hereunder.

Voting will be conducted by poll. If you wish your proxy/proxies to vote all your shares "For" or "Against" the relevant resolution, please indicate with an "X" or a "√" in the "For" or "Against" box provided in respect of that resolution. Alternatively, please insert the relevant number of shares "For" or "Against" in the "For" or "Against" box provided in respect of that resolution. If you wish your proxy/proxies to abstain from voting on a resolution, please indicate with an "X" or a "√" in the "Abstain" box provided in respect of that resolution. Alternatively, please insert the relevant number of shares in the "Abstain" box provided in respect of that resolution. In any other case, the proxy/proxies may vote or abstain as the proxy/proxies deem(s) fit on any of the below resolutions if no voting instruction is specified, and on any other matter arising at the Twenty-Fourth AGM and at any adjournment thereof.

THIS PROXY FORM IS VALID ONLY WHEN SIGNED AND DATED.

Routine Business

Ordinary Resolution 1

To adopt the Directors' Statement, the Audited Financial Statements and the Auditor's Report.

Ordinary Resolution 2

To declare a final dividend.

Ordinary Resolution 3(a)

To re-elect Mr Lim Chin Hu as a director.

Ordinary Resolution 3(b)

To re-elect Mr Loh Boon Chye as a director.

Ordinary Resolution 3(c)

To re-elect Mr Mark Makepeace as a director.

Ordinary Resolution 3(d)

To re-elect Mr Yeoh Oon Jin as a director.

Ordinary Resolution 4(a)

To re-elect Ms Julie Gao as a director.

Ordinary Resolution 4(b)

To re-elect Ms Lin Huey Ru as a director.

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.

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.

Ordinary Resolution 7

To re-appoint KPMG LLP as the Auditor and authorise the directors to fix its remuneration.

Special Business

Ordinary Resolution 8

To appoint Ms Claire Perry O'Neill as a director.

Ordinary Resolution 9

To authorise the allotment and issuance of shares pursuant to the Singapore Exchange Limited Scrip

Dividend Scheme.

Ordinary Resolution 10

To approve the proposed Share Issue Mandate.

Ordinary Resolution 11

To approve the proposed Share Purchase Mandate.

  • Delete as appropriate

Shares in

Number of shares

(i)

Depository Register

(ii)

Register of Members

Total (Note 2)

For

Against

Abstain

For

Against

Abstain

Dated this __________ day of _______________ 2023

_______________________________________

Signature(s) of Member(s) or Common Seal

_______________________________________

Contact Number / Email Address of Member(s)

IMPORTANT: PLEASE READ NOTES OVERLEAF

IMPORTANT: PLEASE READ THE FOLLOWING NOTES

NOTES

  • Each of the resolutions to be put to the vote of members at the Twenty-Fourth AGM (and at any adjournment thereof) will be voted on by way of a poll.
  • Unless a lesser number of shares is specified by the member on the form itself, the instrument appointing a proxy(ies) shall be deemed to relate to all the shares held by the member in the account for which this form was issued.
  • (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies to attend, speak and vote at the Twenty-Fourth AGM. Where such member's instrument appointing a proxy(ies) appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the instrument.
    1. A member who is a relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at the Twenty-Fourth AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member's instrument appointing a proxy(ies) appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument.

"Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act 1967.

A member who wishes to appoint a proxy(ies) must complete the instrument appointing a proxy(ies), before submitting it in the manner set out below.

  • A proxy need not be a member of the Company. A member may choose to appoint the Chairman of the Meeting as his/her/its proxy.
  • Completion and return of the instrument appointing a proxy(ies) by a member will not prevent the member from attending, speaking and voting at the Twenty-Fourth AGM if the member so wishes. The appointment of the proxy(ies) for the Twenty-Fourth AGM will be deemed to be revoked if the member attends the Physical Meeting or accesses the Virtual Meeting and in such event, the Company reserves the right to refuse to admit any proxy(ies) appointed under the relevant instrument appointing a proxy(ies) to the Physical Meeting and/or terminate such proxy(ies)' access to the Virtual Meeting.
  • The instrument appointing a proxy(ies) must be submitted to the Company in the following manner:
    1. if submitted personally or by post, be lodged at the office of the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632;
    2. if submitted electronically via email, be submitted to the Company's Share Registrar at sgxagm2023@boardroomlimited.com; or
    3. if submitted electronically via the SGX-designated website for online proxy appointments (for members who have signed up for the Electronic Service and where such service has been made available), be submitted via the online proxy appointment process through the Electronic Service,

and in each case, must be lodged or received (as the case may be) not less than 72 hours before the time appointed for holding the Twenty-Fourth AGM.

  • The instrument appointing a proxy(ies), if submitted personally or by post, or electronically via email, must be signed under the hand of the appointor or of his/her attorney duly authorised in writing or, if submitted electronically via the SGX-designated website for online proxy appointments (for members who have signed up for the Electronic Service and where such service has been made available), be authorised via the online proxy appointment process through the Electronic Service. Where the instrument appointing a proxy(ies) is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
  • A corporation which is a member may authorise by resolution of its directors or other governing body, such person as it thinks fit to act as its representative at the Twenty-Fourth AGM, in accordance with Section 179 of the Companies Act 1967.

GENERAL

The Company shall be entitled to reject an instrument appointing a proxy(ies) if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy(ies) (including any related attachment). In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy(ies) lodged or submitted if the member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at 72 hours before the time appointed for holding the Twenty-Fourth AGM, as certified by The Central Depository (Pte) Limited to the Company.

PLEASE SIGN ON REVERSE SIDE

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

SGX - Singapore Exchange Limited published this content on 29 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2023 10:10:07 UTC.