Isetan Singapore : AGM Booklet

ISETAN (SINGAPORE) LIMITED

(incorporated in the Republic of Singapore) Company Registration No. 197001177H



6 April 2021

Dear Shareholder

We are pleased to enclose printed copies of the Notice of General Meeting dated 6 April 2021 and Proxy Form for the upcoming 50th Annual General Meeting ("AGM") of Isetan (Singapore) Limited ("Isetan" or the "Company") to be held on 28 April 2021.

As part of our sustainability practices, we have discontinued the practice of mailing printed copies of our Annual Report to Shareholders. We would like to encourage our shareholders to read our Annual Report online at the URL https://www.isetan.com.sgby clicking the hyperlink under "Corporate Information".

We sincerely hope that you will join our sustainability efforts and embrace e-communications. Nevertheless, if you wish to receive a printed copy of the Annual Report for this year, please complete the Request Form below by ticking the appropriate boxes and return it to us at 593 Havelock Road, #04-01, Singapore 169641 (Attention: Corporate Affairs Department) by 21 April 2021. All previous requests for printed copies of the Annual Report sent to us before the date of this letter will be disregarded.

By completing, signing and returning the Request Form to us, you agree and acknowledge that we and/or our service providers may collect, use and disclose your personal data, as contained in your submitted Request Form or which is otherwise collected from you (or your authorised representative(s)), for the purpose of processing and effecting your request.

Yours faithfully

For and on behalf of Isetan (Singapore) Limited

Lun Chee Leong

Company Secretary

REQUEST FORM

To: Isetan (Singapore) Limited

Please send me a Print Copy of the 2020 Annual Report

The shares are held by me/us under or through:

CDP Securities account no.

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CPFIS/SRS Account

Physical scrips

Name(s) of shareholder(s):

NRIC/Passport/Company Registration No (s):

Address:

Singapore

Signature(s):

Date:

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postage

stamp

ISETAN (SINGAPORE) LIMITED

593 Havelock Road

#04-01 Isetan Office Building

Singapore 169641

Attention: Corporate Affairs Department

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 50th Annual General Meeting ("AGM") of the Company will be held by electronic means on Wednesday, 28 April 2021 at 10.00 a.m. for the following purposes: -

1. To receive and adopt the Directors' Statement and Accounts for the financial year ended 31

December 2020 together with the Auditor's Report thereon.

Resolution 1

2. To re-elect Mr. Richard Tan Chuan-Lye as a Director of the Company, who will be retiring under

Regulation 96 of the Company's Constitution, and who, being eligible, has offered himself for

re-election.

Resolution 2

(Note: Mr. Richard Tan Chuan-Lye will, upon his re-election as a Director of the Company, remain as the Chairman of the Audit and Risk Committee, and a member of the Nominating and Remuneration Committees. Mr. Richard Tan Chuan-Lye is considered as an Independent Director for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.)

3. To re-elect Ms. Lim Bee Choo as a Director of the Company, who will be retiring under

Regulation 96 of the Company's Constitution, and who, being eligible, has offered herself for re-

election.

Resolution 3

(Note: Ms. Lim Bee Choo will, upon her re-election as a Director of the Company, remain as the Chairman of the Remuneration Committee and a member of the Audit and Risk, and Nominating Committees. Ms. Lim is considered as an Independent Director for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.)

1. That contingent upon the passing of Ordinary Resolution 3 above, members to approve the continued appointment of Ms. Lim Bee Choo, as an Independent Director, pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX LM) that will take effect on 1 January 2022. The authority of this Resolution shall continue in force until the earlier of the following: (i) the retirement or resignation of Ms. Lim as a director; or
2. 1. the conclusion of the third AGM of the Company following the passing of this Resolution.
      Resolution 4
3. That contingent upon the passing of Ordinary Resolution 4 above, members (excluding the Directors and Managing Director ("MD") of the Company, and associates of such Directors and MD), to approve Ms. Lim Bee Choo's continued appointment as an Independent Director, pursuant to Rule 210(5)(d)(iii) of the Singapore Exchange Securities Trading Limited (SGX LM) that will take effect on 1 January 2022. The authority of this Resolution shall continue in force until the earlier of the following: (i) the retirement or resignation of Ms. Lim Bee Choo as a director; or (ii) the conclusion of the third AGM of the Company following the passing of this

Resolution, provided that this Resolution shall only be proposed and voted upon if Resolution 4 is passed by shareholders of the Company by appointing the Chairman of the Meeting as proxy

to vote at the AGM.

Resolution 5

(Note: Ms. Lim Bee Choo was appointed as an Independent Director of the Company since 1 July 2012 and will have served the Board beyond nine (9) years after 1 July 2021. Rule 210(5) (d)(iii) provides that the continued appointment as independent director, after an aggregated period of more than nine (9) years on the Board, must be sought and approved in separate resolutions by (a) all members and (b) members excluding Directors, the MD and their associates. Because Rule 210(5)(d(iii) will take effect from 1 January 2022, Ms. Lim Bee Choo would have served beyond 9 years before the 51st AGM. Accordingly, Ms. Lim Bee Choo will be required to adhere to the above two-tier voting mechanism should she wish to seek for reelection as an Independent Director. Consequently, upon the passing of Ordinary Resolution 3, 4, and 5, Ms. Lim Bee Choo will continue to serve as Independent Director, until the earlier of her retirement or resignation; or the conclusion of the 53rd AGM following the passing of Ordinary Resolutions 3 to 5.)

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6. To approve the payment of Directors' fees of up to S$165,000/- for the financial year ending 31

December 2021 (payable quarterly in arrears) (for the financial year ended 31 December 2020:

up to S$165,000).

Resolution 6

7. To re-appoint PricewaterhouseCoopers LLP, the existing auditors of the Company, as Auditors to

hold office until the conclusion of the next general meeting of the Company and to authorise the

Directors to fix their remuneration.

Resolution 7

8. To transact any other business that may be transacted at the Annual General Meeting.

BY ORDER OF THE BOARD

Lun Chee Leong

Company Secretary

Singapore

6 April 2021

Notes:

1. The Annual General Meeting ("AGM") will be held by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, and as amended by COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment No. 3) Order 2020.
2. As the AGM will be held by electronic means, members will not attend the AGM in person. A member (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such member wishes to exercise his/her/its voting rights at the AGM.
   Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specifi c instructions as to voting, or abstentions from voting, in respect of a resolution in the form of a proxy, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.
   CPF or SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 16 April 2021, 5.00 pm. Investors who have deposited their shares into a nominee account should also approach their depository agent and relevant intermediaries by 16 April 2021, 5.00 pm. Proxy Forms appointing such person other than the Chairman of the Meeting shall be deemed to appoint the Chairman of the Meeting as proxy.
3. The Chairman of the Meeting, as proxy, need not be a member of the Company.
4. The instrument or form appointing a proxy must be deposited at the Company's Registered Offi ce at 593 Havelock Road #04-01, Isetan Offi ce Building, Singapore 169641 not less than 72 hours before the time set for holding the above Meeting.
   In view of the current COVID-19 situation and the related safe distancing measures, which may hamper the sending of completed proxy forms by post, shareholders may alternatively choose to send the completed proxy forms via email to the Company at [e-mail] reach the Company not less than 72 hours before the time set for holding the above Meeting.
5. The instrument appointing the Chairman of the Meeting as proxy must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing the Chairman of the Meeting as proxy is executed by a corporation, it must be executed either under its seal or under the hand of an offi cer or attorney duly authorised. Where an instrument appointing the Chairman of the Meeting as proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company), if the instrument appointing the Chairman of the Meeting as proxy is submitted by post, be lodged with the instrument of proxy or, if the instrument appointing the Chairman of the Meeting as proxy is submitted electronically via email, be emailed with the instrument of proxy, failing which the instrument may be treated as invalid.

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1. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act.
2. The Company shall be entitled to reject the instrument appointing the Chairman of the Meeting as proxy if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairman of the Meeting as proxy.
3. In the case of members whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing the Chairman of the Meeting as proxy lodged or submitted if such members are not shown to have shares entered against their names in the Depository Register 72 hours before the time appointed for holding the Meeting as certifi ed by The Central Depository (Pte) Limited to the Company.
4. Personal Data Privacy
   By submitting an instrument appointing the Chairman of the Meeting to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting as proxy for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

MEASURES TO MINIMISE THE RISK OF COVID-19

In view of the current COVID-19 situation, the following steps will be taken to minimize the risks of community spread of the COVID-19.

1. Conduct of the AGM
   The AGM will be conducted by electronic means. As such, no shareholders will be admitted to the AGM in person.
2. Attendance
   Members will be able to watch the AGM proceedings through a live audio-visual webcast or live audio-only broadcast. To do so, members will need to pre-register at https://online.meetings.vision/ isetan-agm-registrationnot later than 10.00 a.m. on 25 April 2021.
   Upon successful pre-registration, each authenticated member or its corporate representative will receive an email by 10.00 a.m. on 27 April 2021. The email will contain the login instructions to access the audio-visual webcast or audio-only broadcast of the AGM proceedings. Members (or corporate representatives) who have pre-registered but do not receive an email by 10.00 a.m. on 27 April 2021 are advised to contact the Company at Tel: [phone] extension 334 or email to [e-mail].
3. Voting
   A member may not vote at the meeting otherwise than by way of appointing the Chairman of the Meeting as the member's proxy. Members would have to submit the attached proxy form by post or email to the relevant address shown below to reach the Company no later than 10.00 am on 25 April 2021. Members must specifi cally indicate on their proxy forms their wish for the Chairman to vote for or vote against (or abstain from voting on) each resolution. All the votes in the AGM will be taken on a poll.

Mailing Address	: 593 Havelock Road, #04-01 Isetan Offi ce Building, Singapore 169641
Email Address	:	[e-mail]
Attention	:	Corporate Affairs Department

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