* Shareholder Name
NRIC
2026 AGM Ordinary Business
1. To receive and adopt the Directors' Statement and Audited Financial Statements of the Company and its subsidiaries for the financial year ended 31 December 2025 together with the Auditors' Report thereon.
Resolution 1
2. To declare a final dividend of 2.0 Singapore cents per ordinary share, on a one-tier tax exempt basis, for the financial year ended 31 December 2025 (FY2024: Final dividend of 2.0 Singapore cents per ordinary share, one-tier tax exempt).
Resolution 2
3. To re-elect the following Directors retiring pursuant to the Company's Constitution:
(a) Mr. Wong Kok Hoe (Regulation 89) Ordinary Resolution 3 is to re-elect Mr. Wong Kok Hoe ("Mr. Wong ") as an Executive Director of the Company. Mr. Wong will, upon re-election, remain as Executive Director, Deputy Chairman of the Board and a member of the Executive Committee. Save as disclosed in the Company's Annual Report 2025, there are no relationships (including immediate family relationships) between Mr. Wong and the other Directors, Chief Executive Officer ("CEO"), substantial shareholders of the Company or the Company.
Resolution 3
(b) Mr. Lee Wei Loon (Regulation 89) Ordinary Resolution 4 is to re-elect Mr. Lee Wei Loon ("Mr. Lee ") as an Independent Non-Executive Director of the Company. Mr. Lee will, upon re-election, remain as Independent Non-Executive Director, Chairman of the
Remuneration Committee and a member of the Audit Committee. He is considered independent for the purposes of Rule 210(5)(d) and Rule 704(8) of the Listing Manual of the SGX-ST. There are no relationships (including immediate family relationships) between Mr. Lee and the other Directors, CEO, substantial shareholders of the Company or the Company.
Resolution 4
(c) Mr. Frank Khoo Shao Hong (Regulation 88) Ordinary Resolution 5 is to re-elect Mr. Frank Khoo Shao Hong ("Mr. Khoo ") as an Independent Non-Executive
Director of the Company. Mr. Khoo will, upon re-election, remain as Independent Non-Executive Director and a
member of the Remuneration Committee. He is considered independent for the purposes of Rule 210(5)(d) of the
Listing Manual of the SGX-ST. There are no relationships (including immediate family relationships) between Mr.
Khoo and the other Directors, CEO, substantial shareholders of the Company or the Company.
Resolution 5
4. To note the retirement of Mr. Owi Kek Hean, a Director who is retiring by rotation pursuant to Regulation 89 of the Company's Constitution and will not be seeking re-election as Director of the Company.
As announced by the Company on 12 February 2026, via SGXNet, Mr. Owi Kek Hean, who has served on the
Board since 1 January 2017, will not be seeking re-election and will be retiring as Independent Non-Executive
Director of the Company with effect from the conclusion of this AGM, pursuant to the listing rule requirement
which limits the tenure of independent director to 9 years.
To approve the payment of Directors' fees of up to S$ 551,809 for the financial year ending 31 December 2026, to be paid quarterly in arrears (FY2025: up to S$492,000). Ordinary Resolution 6 is to seek approval for the payment of Directors' fees of up to S$551,809 for the financial
year ending 31 December 2026 ("FY2026 "), to be paid quarterly in arrears. The base fee payable to Non-
Executive Directors will be increased from S$43,000 to S$50,000 per annum and the fee payable to Board
Chairman will be increased from S$43,000 to S$50,000 per annum for FY2026 onwards, to bring these fees in
line with market norms and taking into account the increase in overall responsibilities of the Directors. The fees
payable to Lead Independent Director and Chairmen and members of the various Board Committees remain
unchanged from that of the financial year ended 31 December 2025.
Additional information on Directors' fees/remuneration can be found under the section entitled "Corporate
Governance" in the Company's Annual Report 2025.
Ordinary Resolution 6, if passed, will authorise the Company to make payment of fees to the Directors (including
fees payable to members of the various Board Committees) during the financial year in which the fees are
incurred, that is during FY2026, on a quarterly basis. If, for unforeseen reasons, payments are required to be
made to the Directors in excess of the amount proposed, approval will be sought at the Company's next AGM
before any such payments are made.
Resolution 6
6. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.
Resolution 7
7. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
Any other ordinary business which may properly be transacted at Annual General Meeting.
8. Share Issue Mandate "That pursuant to Section 161 of the Companies Act 1967 of Singapore (the "Companies
Act ") and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading
Limited ("SGX-ST "), the Directors of the Company be authorised and empowered to:
A. (i) issue shares in the capital 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 of the Company may in their absolute discretion deem fit; and
B. (notwithstanding the authority conferred by this Resolution may have ceased to be in
force) issue shares in pursuance of any Instruments made or granted by the Directors of
the Company 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 the Instruments made or granted pursuant to this
Resolution) shall not exceed fifty percent (50%) 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 shall not exceed twenty percent
(20%) 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 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:
(a) 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
(b) any subsequent bonus issue, consolidation or subdivision of shares;
(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 SGX-ST) 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 AGM of the
Company or the date by which the next AGM of the Company is required by law to be
held, whichever is the earlier."
Ordinary Resolution 8, if passed, will empower the Directors of the Company from the date of the forthcoming
AGM until the date of the next AGM to issue shares and/or to make or grant Instruments (such as warrants or
debentures) convertible into shares, and to issue shares in pursuance of such Instruments, up to a number not
exceeding fifty percent (50%) of the total number of issued shares (excluding treasury shares and subsidiary
holdings), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders
shall not exceed twenty percent (20%) of the total number of issued shares (excluding treasury shares and
subsidiary holdings).
Resolution 8
9. Renewal of Share Purchase Mandate "That:
(a) for the purposes of the Companies Act, the exercise by the Directors of all the powers
of the Company to purchase or otherwise acquire issued shares in the capital of the
Company from time to time of not exceeding in aggregate the Prescribed Limit (as
hereinafter defined) at the price of up to but not exceeding the Maximum Price (as
hereinafter defined), whether by way of:
(i) on-market purchases (each a "Market Purchase ") on the SGX-ST, through the ready
markets, through one or more duly licensed stock brokers appointed by the Company
for such purpose; and/or
(ii) off-market purchases (each an "Off-Market Purchase ") effected in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of
the Company as they may 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, including but not limited
to the provisions of the Companies Act and the Listing Manual of the SGX-ST, as may for
the time being be applicable, be and is hereby authorised and approved generally and
unconditionally (the "Share Purchase Mandate ");
(b) unless revoked or varied by the Company in a general meeting, the authority conferred
on the Directors of the Company pursuant to the Share Purchase Mandate may be
exercised by the Directors of the Company 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:
(i) the date on which the next AGM of the Company is held; or
(ii) the date by which the next AGM of the Company is required by law to be held; or
(iii) the date on which the purchases of shares by the Company have been carried out to
the full extent mandated;
(c) for the purpose of this Resolution:
"Prescribed Limit " means ten percent (10%) of the total number of issued shares
(excluding treasury shares and subsidiary holdings) of the Company as at the date of the
passing of this Resolution; and
"Maximum Price " in relation to a share to be purchased, means an amount (excluding
brokerage, stamp duties, commission, applicable goods and services tax and other
related expenses) not exceeding:
(i) in the case of a Market Purchase, one hundred and five percent (105%) of the Average
Closing Price (as hereinafter defined); and
(ii) in the case of an Off-Market Purchase, one hundred and twenty percent (120%) of the
Average Closing Price,
where:
"Average Closing Price " means the average of the closing market prices of a share of the
Company over the last five (5) Market Days ("Market Day" being a day on which the SGX-
ST is open for securities trading), on which transactions in the shares of the Company
were recorded, immediately preceding the date of making the Market Purchase, or, as
the case may be, the date of making an announcement for an offer pursuant to the Off-
Market Purchase, and deemed to be adjusted for any corporate action that occurs during
the relevant five (5) Market Days and the day on which the purchases are made or, as the
case may be, the date of making an announcement for an offer pursuant to the Off-Market Purchase;
"date of making an announcement for an offer " means the date on which the Company
announces its intention to make an offer for an Off-Market Purchase, stating therein
the purchase price (which shall not be more than the Maximum Price for an Off-Market
Purchase calculated on the foregoing basis) for each share and the relevant terms of the
equal access scheme for effecting the Off-Market Purchase; and
(d) the Directors of the Company and each 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 or he/she may consider expedient, necessary, incidental or in the interest of
the Company to give effect to the transactions contemplated and/or authorised by this
Resolution."
Ordinary Resolution 9, if passed, will empower the Directors of the Company from the date of the forthcoming
AGM until the date of the next AGM to purchase issued ordinary shares of the Company by way of Market
Purchase or Off-Market Purchase of not exceeding in aggregate the Prescribed Limit at the Maximum Price
in accordance with the terms and conditions set out in the Letter to Shareholders in relation to the Proposed
Renewal of the Share Purchase Mandate dated 6 April 2026 ("Letter to Shareholders dated 6 April 2026 "), the
Companies Act and the Listing Manual of the SGX-ST.
The Company intends to use internal sources of funds or borrowings, or a combination of internal resources
and external borrowings, to finance its purchase or acquisition of shares. The amount of financing required for
the Company to purchase or acquire its shares, and the impact on the Company's financial position, cannot be
ascertained as at the date of this Notice of AGM as these will depend on whether the shares are purchased or
acquired out of capital or profits, the number of shares purchased or acquired and the price at which such shares are purchased or acquired.
The financial effects of the purchase or acquisition of such shares by the Company pursuant to the proposed
Share Purchase Mandate on the audited financial statements of the Company and the Group for the financial year
ended 31 December 2025 based on these assumptions are set out in paragraph 2.8 of the Letter to Shareholders
dated 6 April 2026.
Please refer to the Letter to Shareholders dated 6 April 2026 for details.
Resolution 9
2025 AGM General Questions
Approval of Proposed Distribution "That:
(a) approval be and is hereby given for the Company to make a distribution (the "Proposed Distribution ") of up to 84,077,862 units in Centurion Accommodation REIT (the "CAREIT Units ") indirectly held by the Company to the shareholders of the Company (the
"Shareholders " and each a "Shareholder "), by way of a dividend in specie on a pro
rata basis to all Shareholders as at a time and date to be determined by the Directors
of the Company for the purposes of determining the entitlement of the Shareholders
to the Proposed Distribution (the "Record Date " and such Shareholders who hold
ordinary shares in the capital of the Company as at the Record Date, the "Entitled
Shareholders "), fractional entitlements to be disregarded, free of encumbrances and
together with all rights attaching thereto on and from the date the Proposed Distribution is
completed, on and subject to the terms set out in the Company's Circular to Shareholders
in relation to the Proposed Dividend In Specie of Units in Centurion Accommodation REIT
to Shareholders dated 6 April 2026 ("Circular to Shareholders dated 6 April 2026 "),
except that for practical reasons and in order to avoid violating applicable securities
laws outside Singapore, or where the Directors of the Company are of the view that such
distribution may infringe any foreign law or may necessitate compliance with conditions
or requirements which the Directors of the Company, in their absolute discretion, regard
as onerous or impracticable by reason of costs, delay or otherwise, the Directors of
the Company reserve the discretion not to distribute the CAREIT Units to any Entitled
Shareholder whose registered address as at the Record Date (as appearing in the
Register of Members of the Company or in the Depository Register maintained by The
Central Depository (Pte) Limited) is outside Singapore (the "Overseas Shareholder ")
and to deal with such CAREIT Units in the manner set out in sub-paragraph (b) below;
(b) where the Directors of the Company decide not to distribute the CAREIT Units to any
Overseas Shareholders, arrangements be made for the distribution of the CAREIT Units
which would otherwise be distributed to such Overseas Shareholders pursuant to the
Proposed Distribution to such person(s) as the Directors of the Company may appoint
to sell such CAREIT Units and thereafter the net proceeds of such sale, after deducting
for all dealings and other expenses in connection therewith, shall be distributed
proportionately among such Overseas Shareholders according to their respective
entitlements to the CAREIT Units as at the Record Date in full satisfaction of their rights
to the CAREIT Units which they would otherwise have become entitled to under the
Proposed Distribution;
(c) the Directors of the Company and each of them be and are hereby authorised to
determine the amount to be appropriated out of the retained profits and/or distributable
reserves of the Company to meet the value of the CAREIT Units to be distributed to the
Shareholders;
(d) any resulting fractional CAREIT Units be aggregated and held or dealt with by the
Company for such purposes as the Directors of the Company deem fit; and
(e) the Directors of the Company and each of them be and are hereby authorised to do all
acts and things and to execute all such documents (including, but not limited to, any
transfer form(s) for and on behalf of any Shareholder for the purposes of effecting the
Proposed Distribution) as they or he/she may consider necessary or expedient to give
effect to the transactions contemplated and/or authorised by this Resolution."
Ordinary Resolution 10, if passed, will empower the Directors of the Company to distribute up to 84,077,862
CAREIT Units indirectly held by the Company to the Entitled Shareholders, by way of a dividend in specie on a
pro rata basis to all Entitled Shareholders as at the Record Date, fractional entitlements to be disregarded, free
of encumbrances and together with all rights attaching thereto on and from the date the Proposed Distribution is
completed, on and subject to the terms set out in the Circular to Shareholders dated 6 April 2026.
Please refer to the Circular to Shareholders dated 6 April 2026 for details.
Resolution 10
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