Isetan Singapore : Minutes of Annual General Meeting

ISETAN (SINGAPORE) LIMITED

(Company Registration No.: 197001177H)

(Incorporated in Singapore)

(the "Company")

MINUTES OF THE 51st ANNUAL GENERAL MEETING

HELD ON THURSDAY, 28 APRIL 2022 AT 10.00 A.M.

VIA ELECTRONIC MEANS

ATTENDANCE

PRESENT VIA ELECTRONIC MEANS

BOARD OF DIRECTORS	:	Mr. Satoru Tanaka	Chairman of the Board
		Mr. Koji Oyama	Managing Director
		Associate Professor Victor Yeo Chuan	Lead Independent Director
		Seng
		Ms. Lim Bee Choo	Independent Director
		Mr. Richard Tan Chuan-Lye	Independent Director
INDEPENDENT AUDITOR	: Ms. Chua Lay See	PricewaterhouseCoopers LLP
COMPANY SECRETARY	: Mr. Lun Chee Leong	Lee & Lee
SHARE REGISTRAR	:	Ms. Corin Fok	M&C Services Private Limited
		Ms. Amelia Wong	M&C Services Private Limited
SCRUTINEER	:	Ms. Pamela Chew	In.Corp	Business	Advisory	Pte.
			Ltd.
		Ms. Jorie Tan	In.Corp	Business	Advisory	Pte.
			Ltd.
BY INVITATION	:	Mr. Ei Kanefuji	Isetan (Singapore) Limited
		Mr. Gerard Goh	Isetan (Singapore) Limited
		Mr. Loh Kah Leong	Isetan (Singapore) Limited
		Mr. Tong Shu Lee	Isetan (Singapore) Limited
		Mr. Gerard Cheng	Isetan (Singapore) Limited
		Mr. Yew Kai Ping	Isetan (Singapore) Limited
		Ms. Sandra Ng	Isetan (Singapore) Limited
		Mr. Foong Mun Leong	Isetan (Singapore) Limited
		Mr. Simon Chin	Isetan (Singapore) Limited
		Ms. Jessy Ng	Isetan (Singapore) Limited
		Mr. Too Yong Xian	Isetan (Singapore) Limited
		Mr. Gerald Lim Wee Lee	Isetan (Singapore) Limited
		Ms. Ang Siew Kim	Isetan (Singapore) Limited
		Mr. Peter Teng	Isetan (Singapore) Limited
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Mr. Chua Boon Aik	Isetan (Singapore) Limited
Ms. Michelle Khoo	PricewaterhouseCoopers LLP
Ms. Lim Ern Le	Lee & Lee
Mr. Su Zhiren	Lee & Lee
Ms. Shinobu Watanabe	Translator

SHAREHOLDERS PRESENT VIA LIVE WEBCAST OR AUDIO BROADCAST ARE SET OUT IN ATTENDANCE RECORDS MAINTAINED BY THE COMPANY.

MINUTES

Welcome

1. The chairman of the Board of Directors of the Company (the "Board"), Mr. Satoru Tanaka ("Mr. Tanaka"), extended a warm welcome to all shareholders of the Company ("Shareholders") who had joined the 51st Annual General Meeting of the Company (the "Meeting") by audio-visual webcast and audio-only means.

Quorum

2. It was noted that the Company Secretary had confirmed that a quorum was present for the Meeting.

Introduction

1. Mr. Tanaka informed the Meeting that the Board had proposed Associate Professor Victor Yeo Chuan Seng to be the chairman of the Meeting (the "Chairman"). The Chairman took the Chair and called the Meeting to order. The Chairman then introduced the other Directors, Company Secretary and Independent Auditor who were present by video conference.
2. The Chairman informed the shareholders that:
3. 1. an audio recording of the Meeting would be made to assist in the presentation of the minutes;
   2. with regard to the sequence of the Meeting, Mr. Tanaka, the chairman of the Board, would address the shareholders through a pre-recorded video speech read on his behalf by a representative, followed by a pre-recorded video address by Mr. Koji Oyama ("Mr. Oyama"), the Managing Director;
   3. the Company had published on SGXNet the responses to the substantial and relevant questions related to the resolutions submitted in advance by Shareholders, and as such, such questions were not going to be addressed at the AGM;
   4. in line with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, all Shareholders must have duly appointed the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Meeting if such member wished to exercise his/her/its voting rights at the Meeting, and as such, the Chairman had been appointed as proxy by a number of Shareholders and will vote in accordance with the specific instructions of those Shareholders;

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1. the Board had appointed In.Corp Business Advisory Pte. Ltd. as scrutineers.

5. The Notice convening the Meeting dated 6 April 2022 and released on SGXNet and the Company's corporate website on the same date was taken as read.

Address by Mr. Tanaka, Chairman of the Board

1. The Chairman invited the moderator of the AGM ("Moderator") to play the pre-recorded video speech by Mr. Tanaka.
2. Mr. Tanaka's address was accompanied by a slideshow presentation, which has been uploaded on SGXNet since 28 April 2022.
3. Mr. Tanaka's address reported that:
4. 1. The retail business of the Company continued to be the Company's core business segment with its 2021 revenue forming 90.05% of the Company's total revenue in 2021. The Company's retail segment continued to be impacted by the pandemic as safe management measures were established in response to the spike in Covid-19 cases during 2021. However, there was some respite as the Singapore economy grew 7.6% in 2021 as compared to a contraction of 4.1% in 2020. The high vaccination rate of the population ensured that more people were confident of shopping in-person. As the Circuit Breaker measures had occurred in 2020, and because the Company had renovated Isetan Scotts in 2020, the retail segment performed better in 2021 as compared to 2020. The Managing Director will elaborate further on these points as well as the Company's responses and strategies moving forward.
   2. The investment property at Isetan Wisma Atria (the "Property") operated on a full twelve (12) -month basis as there was no Circuit Breaker measures unlike in 2020. The net rental revenue of the Company therefore increased in 2021, as compared to 2020 where higher rental rebates were given to tenants in accordance with the Government measures. This increase in net rental revenue was also due to new operating lease income earned from the Property. Further, as mentioned in the Company's announcement dated 15 December 2021, the exercise to gather expressions of interest from potential purchasers concerning the Property did not yield a positive outcome. The Company will continue exploring all other possible options that may extract a better yield from the Property, or any possible future sale, and will update shareholders accordingly via the SGXNet if there are any material developments in the future.
   3. For 2022, the Singapore Government is forecasting gross domestic product ("GDP") growth to be around 3% to 5%. However, although a growing economy benefits the retail industry, the Company will continue to monitor new consumer behaviour that will impact business in its physical stores (e.g., a decrease in office workers due to "work-from-home" practices; the increasing popularity of e-commerce sales; a decrease in dining-in during the weekdays).
   4. Moving ahead, the Company's priority is the health and safety of its customers, staff, and the rest of the Isetan community. Due to the changing shopping habits of consumers, the Company will devote more resources on e-commerce to complement its physical stores, and to offer more touchpoints for customers. The Company will focus on the operational

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performance of its existing stores. With the gradual easing of safe management measures, the Company seeks to leverage on any available opportunities to increase its revenue (e.g., sales outside of its stores).

1. The Company will continue to explore new avenues of growth apart from its existing department stores and investment property businesses. The Company will also adopt a prudent approach in terms of its financial investments in view of the current pandemic situation.
2. The Company looks forward to all stakeholders' support as it continues to steer through this pandemic.

9. Mr. Tanaka handed over the conduct of the Meeting back to the Chairman at the end of his address.

Address by Mr. Oyama, Managing Director

1. The Chairman invited the Moderator to play the pre-recorded video speech by Mr. Oyama.
2. Mr. Oyama's address was accompanied by a slideshow presentation, which has been uploaded on SGXNet since 28 April 2022 (the "MD's Slides)".
3. Mr. Oyama's address reported that:
4. 1. Results for FY2021:Under the income statement of the Company for 2021 ("Income Statement"), the Company has gradually recovered from the impact of the Covid-19 pandemic and the measures taken by the government in response to the pandemic in 2020. The revenue of the Company was $85.804 million, a 11.2% increase versus the previous year. This increase was mainly due to all the Company's stores being able to operate on a full twelve (12)- months basis in 2021, as compared to in 2020 where the Company's stores had to close for ten (10) weeks due to the Circuit Breaker measures. Further, external sales events were prohibited in 2020. Other income was $6.746 million, a 59.77% decrease over the previous year. This was mainly due to a decrease in Government grants, rent concession income and interest income from financial assets measured at amortised cost. Total expenses were $90.474 million, a 19.57% decrease from the previous year where there was a decrease in impairment loss on property, plant and equipment ("PPE") and right-of-use ("ROU") assets. The net profit after tax was $2.156 million, an increase compared to the net loss of $20.225 million in the previous year.
      In respect of Slide 6 of the MD's Slides, the chart therein shows the trend of revenue from the retail and property segments of the Company from 2019 to 2021. Mr. Oyama emphasized that the decrease in revenue for 2020 was mainly due to: (i) the Company's stores having to close for ten (10) weeks; (ii) the prohibition of external sales events; and (iii) the delay in completion of the renovation of Isetan Scotts. The revenue for 2021 increased relative to the previous year, mainly due to the relaxation of safe management measures, and the recovery of the retail industry. Revenue in the property segment also increased as the rental rebate framework in 2020 was scaled back.
      In respect of Slide 7 of the MD's Slides, the main variances of the Income Statement were due to the following: (a) the increase in revenue by $8.64 million as all the Company's stores were able to operate on a full twelve (12)- months basis in 2021, including the Isetan Scotts store

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after its renovations were completed in November 2020; (b) the reduction in mandatory rental rebates given to affected tenants; (c) other income decreased significantly by $10 million, mainly due to a decrease in government grants and rental rebates from landlords; (d) for expenses, without taking into consideration the impairments for ROU and PPE, the decrease was in part due to the closure of Isetan Jurong East in March 2020, and also due to the reduction in depreciation due to the impairment as provided in 2020; and (e) the impairment provisions of $2.44 million were substantially reduced by $20.16 million, due to the relaxation of safe management measures in 2021.

In respect of Slide 8 of the MD's Slides, under the segment information for 2021, the retail segment registered a loss of $3.04 million, the property segment registered a profit of $3.05 million, other income was $2.06 million, and the share of loss of an associate was $58,000.

In respect of Slide 9 of the MD's Slides, the chart therein showed the net losses for the retail segment from FY2019 to FY2021 and the effect of the impairment of ROU assets and PPE in the relevant years, and the provision for onerous contracts in 2019. Without the impact of the impairments and provision for onerous contracts, losses for the retail segment were reduced from $2.08 million in 2020 to $0.6 million in 2021.

In respect of Slide 10 of the MD's Slides, the MD explained the main variances in the retail segment as follows: (a) the increase in sales of $7.04 million were for the reasons explained in the earlier slides; (b) the increase in other rental income was due to Isetan Scotts completing its renovation, which increased the space to be leased out for food & beverage tenants, and also a decrease in rental rebates provided to tenants in 2021; (c) as part of the Covid-19 support measures, the Company received a combined total of $3.023 million relating to grants from the Singapore Government and rental rebates from landlords; and (d) the performance of the retail segment (before impairment) registered an improvement of $1.481 million, helped by the gradual recovery of the retail industry from the impact of the Covid-19 pandemic, as compared to 2020.

In relation to Slide 11 of the MD's Slides, the chart therein showed the net profit from FY2019 to FY2021 for the property segment which consists of Isetan Wisma Atria and the Kallang Pudding warehouse.

In relation to Slide 12 of the MD's Slides, the major variances in the property segment were mainly due to the increase in rental income and decrease in rental rebates given to tenants. This was in compliance with the Covid-19 (Temporary Measures)(Amendment) Act that was passed on 5 June 2020, which provides a rental relief framework for eligible small and medium enterprises.

1. Living with COVID-19and Updates:In relation to Slide 14 of the MD's Slides, in 2020, the Circuit Breaker measures imposed by the Singapore Government and the suspension of the Company's store operations (except the Isetan Scotts supermarket) from 7 April to 18 June 2020 impacted the Company's revenue. However, with the gradual recovery of the retail industry, and with all the Company's stores being able to operate on a full twelve (12)- months basis in 2021, the Company managed to increase its revenue for the retail and property segments. The Covid-19 pandemic continued for its second year in 2021, and the emergence of the highly virulent and transmissible Delta and Omicron variants in 2021 resulted in a spike in Covid-19 cases in May 2021. This forced the Singapore Government to tighten safe

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