Company as may be required to be issued pursuantto the exercise of options under the Share OptionPlan and/or such number of fully paid shares as maybe required to be issued pursuant to the vesting ofawards under the Performance Share Plan and/or theRestricted Stock Plan,provided that the aggregate number of ordinary sharesto be issued pursuant to the Share Plans shall notexceed fifteen per cent. (15%) of the issued sharecapital of the Company from time to time.9 THAT:(a) approval be and is hereby given for the purposesof Chapter 9A of the Listing Manual of the <strong>Singapore</strong>Exchange Securities Trading Limited, for theCompany, its subsidiaries and target associatedcompanies (the “Group”) or any of them to enterinto any of the transactions falling within the typesof Interested Person Transactions, particulars ofwhich are set out in the Company’s Circular toMembers dated 7 March 2000 (the “Circular”)with any party who is of the class of InterestedPersons referred to in the Circular, provided thatsuch transactions are made on an arm’s length basisand on normal commercial terms;(b) the approval given in paragraph (a) above (the“Mandate”) shall, unless revoked or varied by theCompany in General Meeting, continue in forceuntil the next Annual General Meeting of theCompany; and(c) the Directors of the Company be and are herebyauthorised to complete and do all such acts andthings (including executing all such documents asmay be required) as they may consider expedientNotes:A member may appoint not more than two proxies to attend at the samemeeting.Where a member appoints more than one proxy, he shall specifythe proportion of his shareholdings to be represented by each proxy. Aproxy need not be a member of the Company.The instrument appointinga proxy must be deposited at the Registered Office of the Company at 51Cuppage Road, #09-08, StarHub Centre, <strong>Singapore</strong> 229469 not less than48 hours before the time appointed for holding the meeting.BOOKS CLOSURE AND DIVIDEND PAYMENT DATESDuly completed transfers in respect of ordinary shares in the capital of theCompany together with all relevant documents of title received by theCompany’s share registrar, M & C Services Private Limited, 138 Robinsonor necessary or in the interests of the Company togive effect to the Mandate and/or this Resolution.STATEMENT PURSUANT TO ARTICLE 60 OF THE ARTICLES OFASSOCIATION OF THE COMPANYResolution No. 7 is to empower the Directors to issueordinary shares in the capital of the Company up to anamount not exceeding in total fifty per cent. (50%) ofthe issued ordinary share capital of the Company for thetime being.Resolution No. 8 is to empower the Directors to issueordinary shares in the capital of the Company pursuantto the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share OptionPlan, <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> PerformanceShare Plan and <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong>Restricted Stock Plan (collectively the “Share Plans”)provided that the aggregate number of ordinary sharesissued pursuant to the Share Plans shall not exceedfifteen per cent. (15%) of the issued ordinary sharecapital of the Company for the time being.Resolution No. 9 is to renew the mandate to allow theCompany, its subsidiaries and target associated companiesor any of them to enter into certain interested persontransactions with persons who are considered “interestedpersons” (as defined in Chapter 9A of the Listing Manualof the <strong>Singapore</strong> Exchange Securities Trading Limited).Please refer to the attached letter to shareholders dated 7March 2001 for details.By Order of the BoardCHUA SU LI (Mrs)Company Secretary<strong>Singapore</strong>, 7 March 2001Road, #17-00, Hong Leong Centre, <strong>Singapore</strong> 068906 up to the close ofbusiness at 5.00 p.m. on 9 April 2001 (the “Books Closure Date”) willbe registered to determine members’ entitlements to the proposeddividends, subject to approval of members to the proposed dividends atthe Fourth Annual General meeting to be convened on 30 March 2001.Subject as aforesaid, members whose Securities Accounts with TheCentral Depository (Pte) Limited are credited with ordinary shares inthe capital of the Company as at 5.00 p.m. on the Books Closure Datewill be entitled to the dividends.The Register of Members and ShareTransfer Books will be closed on 10 and 11 April 2001 for the purposeof determining members’ entitlements to the proposed dividends.Theproposed dividends, if so approved by members, will be paid on 25April 2001.LETTER TO SHAREHOLDERSBoard of Directors:Ho Ching (Chairman)Boon Swan Foo (Deputy Chairman & CEO)Ng Kee ChoeTan Guong ChingPeter Ho Hak EanMG Lim Chuan PohProfessor Lui Pao ChuenDr Philip Nalliah PillaiPhilip Tan Yuen FahWinston Tan Tien HinLucien Wong Yuen KuaiPeter Ong Boon KweeTeo Chan Eddie @ Teo Chan Seng EddieTo:The Members<strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> LtdDear Sir/Madam,RENEWAL OF SHAREHOLDERS MANDATE1.BACKGROUNDWe refer to(1) the Notice of Annual General Meeting of theMembers of <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd(the “Company” or “ST Engg”) dated 7 March 2001(the “Notice”), accompanying the Annual Report2000 of the Company, convening the Fourth AnnualGeneral Meeting (“AGM”) to be held on 30 March2001 and(2) Ordinary Resolution No. 9 under the heading “SpecialBusiness” set out in the Notice.At the Extraordinary General Meeting of the Companyheld on 31 March 2000, a mandate (the “ShareholdersMandate”) was approved for the purposes of Chapter9A of the Listing Manual of the <strong>Singapore</strong> ExchangeSecurities Trading Limited, for the Company, itssubsidiaries and target associated companies(the “Group”) or any of them to enter into certaininterested person transactions (the “Interested PersonTransactions”), particulars of which were set out in theCompany’s Circular to Members dated 7 March 2000(the “Circular”).Registered Office:51 Cuppage Road,#09-08, StarHub Centre<strong>Singapore</strong> 2294697 March 2001The Shareholders Mandate was expressed to take effecton 31 March 2000 until the date of the forthcomingAGM, being 30 March 2001. Accordingly, the Directorspropose that the Shareholders Mandate relating to theapproval for Interested Person Transactions underChapter 9A be renewed at the forthcoming AGM totake effect until the Fifth AGM of the Company.The particulars of the Interested Person Transactions inrespect of which the Shareholders Mandate is sought tobe renewed remain unchanged and are as set out inthe Circular.Based on the consolidated audited accounts of the STEngg Group for the financial year ended 31 December2000, the shareholders’ funds of the ST Engg Group wasS$912,280,000. Accordingly, in relation to the ST EnggGroup and under Chapter 9A of the Listing Manual, aThreshold 2 transaction would be one which is enteredin the current financial year with an Interested Personand the value of which is equal to or above 3%(S$27,368,400) and below 5% (S$45,614,000) ofshareholders’ funds.222 • visionletter to shareholders • 223
PROXY FORMSINGAPORE TECHNOLOGIES ENGINEERING LTDIMPORTANT: 1. For investors who have used their CPF moneys to buy ordinary shares in the capital of <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Ltd,the 2000 Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. ThisProxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.2. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTSAs at 5 February 2001, the latest practicable date priorto the printing of this Letter, the interests of DirectorsST will abstain from voting at the AGM in respect ofShares held by it in relation to Ordinary Resolution No.9 to be proposed at the AGM.3. DIRECTORS’ RECOMMENDATIONThe Directors (save for Ho Ching and Boon Swan Foowho hold executive positions in the ST group ofcompanies who abstain from making a recommendation)are of the opinion that the renewal of the ShareholdersMandate as described in this Letter is in the best interestsof the Company and accordingly recommend thatMembers vote in favour of Ordinary Resolution No. 9to be proposed at the AGM.and substantial shareholders in the ordinary shares (the“Shares”) in the capital of the Company are as follows:NUMBER OF SHARESCOMPRISED INOUTSTANDING OPTIONSNUMBER OF SHARESGRANTED BY THE COMPANYDIRECT DEEMED DIRECT DEEMEDDIRECTORS INTEREST INTEREST INTEREST INTERESTHo Ching – – – –Boon Swan Foo 224,433 – 2,005,000 –Ng Kee Choe – – – –Tan Guong Ching – – – –Peter Ho Hak Ean – – – –MG Lim Chuan Poh – – – –Professor Lui Pao Chuen 7,705 153,739 – –Dr Philip Nalliah Pillai – – – –Philip Tan Yuen Fah 25,686 – – –Winston Tan Tien Hin – 200,000 – –Lucien Wong Yuen Kuai – – – –Peter Ong Boon Kwee – – – –Teo Chan Eddie @ Teo Chan Seng Eddie – – – –NUMBER OF SHARESSUBSTANTIAL SHAREHOLDERS DIRECT INTEREST DEEMED INTERESTTemasek Holdings (Private) Limited – 1,619,473,137<strong>Singapore</strong> <strong>Technologies</strong> Holdings Pte Ltd – 1,599,249,719<strong>Singapore</strong> <strong>Technologies</strong> Pte Ltd (“ST”) 1,599,168,719 277,000The Capital Group Companies, Inc – 224,604,1154. DOCUMENT AVAILABLE FOR INSPECTIONA copy of the Circular is available for inspection at theregistered office of the Company at 51 Cuppage Road,#09-08, StarHub Centre, <strong>Singapore</strong> 229469 duringnormal business hours from the date of this Letter upto the date of the AGM.Yours faithfully,By Order of the BoardCHUA SU LI (MRS)Company SecretaryIIIIIII/We, ___________________________________________of ____________________________________________________being a member/members of the abovenamed Company, hereby appointa) ________________________ _______________________________ ________________ _________________________Name Address NRIC/Passport Number Proportion of Shareholdings (%)and/or (delete as appropriate)b) ________________________ _______________________________ ________________ _________________________Name Address NRIC/Passport Number Proportion of Shareholdings (%)as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the FourthAnnual General Meeting of the Company to be held at Mumtaz Mahal & Shah Jahan Room, Basement 1, Holiday Inn Park <strong>View</strong><strong>Singapore</strong>, 11 Cavenagh Road, <strong>Singapore</strong> 229616 on 30 March 2001 at 2.00 p.m. and at any adjournment thereof.(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the OrdinaryResolutions as set out in the Notice of the Annual General Meeting. In the absence of specific directions, the proxy/proxieswill vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Annual General Meeting.)NO ORDINARY RESOLUTIONS FOR AGAINSTOrdinary Business1 Adoption of Accounts and Reports2 Declaration of First and Final Dividend, Special Dividend and Special Tax Exempt Dividend3 Re-election of Directors(i)(ii)(iii)(iv)(v)(vi)Ms Ho ChingMr Lucien Wong Yuen KuaiMG Lim Chuan PohDr Philip Nalliah PillaiMr Peter Ong Boon KweeMr Teo Chan Eddie @ Teo Chan Seng Eddie4 Approval of Directors’ Fees5 To re-appoint Arthur Andersen as Auditors6 Any other ordinary businessSpecial Business7 Authority for Directors to Issue Shares pursuant to Section 161 of the Companies Act, Cap. 508 Authority for Directors to offer and grant options and/or grant awards and allot shares,pursuant to the <strong>Singapore</strong> <strong>Technologies</strong> <strong>Engineering</strong> Share Option Plan, <strong>Singapore</strong><strong>Technologies</strong> <strong>Engineering</strong> Performance Share Plan and <strong>Singapore</strong> <strong>Technologies</strong><strong>Engineering</strong> Restricted Stock Plan9 Approval for Renewal of Shareholders MandateDated this ________ day of __________________ 2001____________________________________________Signature(s) of Member(s) or Common SealTOTAL NUMBER OF SHARES HELDIMPORTANT:PLEASE READ NOTES OVERLEAF224 • visionproxy form • 225