CapitaLand Integrated Commercial Trust ("CICT”)
CapitaLand Integrated Commercial Trust ("CICT”)
Annual General Meeting (“AGM”)
Submission of Questions, Submission of e-Proxy Form and/or
Registration for Virtual Meeting
Meeting Date
Monday, 29 April 2024
2.30 p.m. (Singapore time)
Venue
The Star Gallery, Level 3, The Star Performing Arts Centre, 1 Vista Exchange Green, Singapore 138617
Submit / Register Now
Submission of Questions, Submission of e-Proxy Form
and/or Registration for Virtual Meeting
The AGM will be held at The Star Gallery, Level 3, The Star Performing Arts Centre, 1 Vista Exchange Green, Singapore 138617 (the “Physical Meeting”) and by electronic means (the “Virtual Meeting”) on Monday, 29 April 2024 at 2.30 p.m. (Singapore time).
Printed copies of this Notice of AGM dated 28 March 2024 (the “Notice”) and the Proxy Form will be sent to Unitholders. In addition, this Notice and the Proxy Form will be made available by electronic means via publication on CICT’s website at https://investor.cict.com.sg/agm_egm.html and the SGX website at https://www.sgx.com/securities/company-announcements.
Arrangements relating to:
(a) attendance at the AGM by Unitholders, including CPF and SRS investors, and (where applicable) duly appointed proxy(ies) by:
(i) attending the Physical Meeting; or
(ii) attending the Virtual Meeting by observing and/or listening to the AGM proceedings via live audio-visual website or live audio-only stream;
(b) submission of questions to the Chairman of the AGM by Unitholders, including CPF and SRS investors, in advance of, or at, the AGM, and addressing of substantial and relevant questions related to the resolutions to be tabled for approval at the AGM, in advance of, or at, the AGM; and
(c) voting at the AGM by Unitholders, including CPF and SRS investors, or (where applicable) duly appointed proxy(ies),
are set out in paragraphs 2 to 6 below.
Unitholders, including CPF and SRS investors, and (where applicable) duly appointed proxies will be able to attend the AGM in person. They will first need to register personally at the registration counter(s) outside the AGM venue on the day of the event, and should bring along their NRIC/passport to enable CICT's Unit Registrar to verify their identity for entry to, and (where applicable) be provided with a handheld device for electronic voting at, the Physical Meeting.
For the avoidance of doubt, Unitholders, including CPF and SRS investors, are not required to pre-register themselves or, where applicable, their appointed proxy(ies), for the AGM at CICT’s pre-registration website if they would like to attend the AGM in person.
Unitholders are advised not to attend the AGM if they are feeling unwell. Please note that there will be no distribution of vouchers or door gifts at the AGM.
Unitholders, including CPF and SRS investors, can pre-register themselves or, (where applicable) their duly appointed proxy(ies) for the Virtual Meeting at CICT’s pre-registration website at https://investor.cict.com.sg/agm_egm.html from Thursday, 28 March 2024 (Singapore Time) up to Saturday, 27 April 2024 at 2.30 p.m. (Singapore Time).
Following the verification, authenticated Unitholders, including CPF and SRS investors, or (where applicable) duly appointed proxy(ies) who have (or have been) pre-registered will receive an email confirming successful registration by Sunday, 28 April 2024 at 12.00 p.m. (Singapore time) which will contain unique user credentials as well as instructions on how to access the live audio-visual webcast and live audio-only stream of the AGM proceedings (“Confirmation Email for Virtual Meeting”).
Unitholders, including CPF and SRS investors, or (where applicable) duly appointed proxy(ies) who have (or have been) pre-registered by Saturday, 27 April 2024 at 2.30 p.m. (Singapore Time) deadline but have not received the Confirmation Email for Virtual Meeting by Sunday, 28 April 2024 at 12.00 p.m. (Singapore Time) should immediately contact CICT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at (65) 6536 5355 (during office hours) or via email at CICT@boardroomlimited.com.
Unitholders, including CPF and SRS investors, can submit questions in advance of, or at, the AGM.
Submit questions in advance of the AGM
Unitholders, including CPF and SRS investors, can submit to the Chairman of the AGM substantial and relevant questions related to the resolutions to be tabled for approval at the AGM, in advance of the AGM. Such questions must be received by CapitaLand Integrated Commercial Trust Management Limited, as manager of CICT (the "Manager") no later than 5.00 p.m. on Friday, 19 April 2024, and can be submitted in the following manner:
(a) by post to the office of CICT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632;
(b) via email to the Manager at ask-us@cict.com.sg; or
(c) via CICT’s website at https://investor.cict.com.sg/agm_egm.html.
Unitholders, including CPF and SRS investors, who submit questions by post or via email must provide the unitholder's full name and address, and the manner in which the unitholder holds units in CICT (e.g., via CDP, CPF and/or SRS), for authentication.
Ask questions at the AGM
Unitholders, including CPF and SRS investors, and, where applicable, their duly appointed proxy(ies) can also ask the Chairman of the AGM substantial and relevant questions related to the resolutions to be tabled for approval at the AGM, at the AGM itself by:
(a) if attending the Physical Meeting, raising questions at the Physical Meeting; or
(b) if attending the Virtual Meeting, typing in and submitting their questions through the live chat function via the audio-visual webcast platform. Unitholders, including CPF and SRS investors, and, where applicable, their duly appointed proxy(ies) must access the AGM proceedings via the live audio-visual webcast in order to ask questions live at the AGM, and will not be able to do so via the audio-only stream of the AGM proceedings.
Unitholders, including CPF and SRS investors, and, where applicable, their duly appointed proxy(ies) must be pre-registered or registered (as the case may be) and authenticated to ask questions live at the AGM.
Addressing questions
The Manager will address all substantial and relevant questions (which are related to the resolutions to be tabled for approval at the AGM) received from Unitholders by the 19 April 2024 submission deadline, by publishing the responses to such questions on CICT’s website at https://investor.cict.com.sg/agm_egm.html and website at https://www.sgx.com/securities/company-announcements prior to the AGM.
Any subsequent clarifications sought, or substantial and relevant follow-up questions (which are related to the resolutions to be tabled for approval at the AGM) received after the 19 April 2024 submission deadline, which have not already been addressed prior to the AGM, as well as those substantial and relevant questions received at the AGM itself, will be addressed during the AGM. Where substantially similar questions are received, the Manager will consolidate such questions and consequently not all questions may be individually addressed.
The Manager will publish the minutes of the AGM on CICT’s website and SGX's website, and the minutes will include the responses to the substantial and relevant questions which are addressed during the AGM.
Unitholders can vote at the AGM themselves or through their duly appointed proxy(ies).
Live voting will be conducted during the AGM for Unitholders, including CPF and SRS investors or where applicable, their proxy(ies) attending the Physical Meeting or the Virtual Meeting.
Voting at the Physical Meeting
Upon their registration at the AGM venue, Unitholders, including CPF and SRS investors, and (where applicable) duly appointed proxy(ies), will be provided with a handheld device for electronic voting at, the Physical Meeting.
Voting at the Virtual Meeting
Unitholders who wish to appoint a proxy(ies) (other than the Chairman of the AGM) must, in addition to completing and submitting an instrument appointing a proxy(ies), pre-register their appointed proxy(ies) at the pre-registration website at https://investor.cict.com.sg/agm_egm.html and ensure that their proxy(ies) are authenticated to vote live at the AGM.
Unitholders, including CPF and SRS investors or, where applicable, their appointed proxy(ies) attending the Virtual Meeting must access the AGM proceedings via the live audio-visual webcast in order to vote live at the AGM, and will not be able to do so via the audio-only stream of the AGM proceedings.
Appointment of proxy(ies)
A Unitholder 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 Unitholder.A Unitholder who is not a relevant intermediary (as defined herein) is entitled to appoint not more than two proxy(ies) to attend, speak and vote at the AGM. Where such Unitholder’s instrument appointing a proxy(ies) appoints two proxies, the proportion of the unitholding concerned to be represented by each proxy must be specified in the instrument appointing a proxy(ies).
A Unitholder who is a relevant intermediary is entitled to appoint more than two proxy(ies) to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different Unit or Units held by such Unitholder. Where such Unitholder’s instrument appointing a proxy(ies) appoints two or more proxies, the number of Units held in relation to which each proxy has been appointed must be specified in the instrument appointing a proxy(ies).
A Unitholder who wishes to submit an instrument appointing a proxy(ies) must do so in the following manner:
(a) if submitted by post, by completing and signing the Proxy Form, before lodging it with CICT’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower, #14-07, Singapore 098632; or
(b) if submitted electronically:
(i) via email, by completing and signing the Proxy Form, before attaching and sending a clear scanned PDF copy of it to CICT’s Unit Registrar at CICT@boardroomlimited.com; or
(ii) via CICT’s website, by completing and authorising the appointment using the online proxy appointment process, through CICT’s website at https://investor.cict.com.sg/agm_egm.html,
in each case, by 2.30 p.m. (Singapore time) on Saturday, 27 April 2024, being 48 hours before the time fixed for the AGM.
Where an instrument appointing a proxy(ies) is executed by an attorney under a power of attorney or other authority on behalf of the appointor, or by a corporation under its common seal, such instrument appointing a proxy(ies) may only be submitted by post or via email using the Proxy Form, and not via CICT’s website.
Printed copies of the Proxy Form will be sent to Unitholders. In addition, the Proxy Form will also be made available through electronic means via publication on CICT’s website at https://investor.cict.com.sg/agm_egm.html or the SGX website at https://www.sgx.com/securities/company-announcements.
Completion and submission of an instrument appointing a proxy(ies) by a Unitholder will not prevent him/her from attending, speaking and voting at the AGM if he/she so wishes. The appointment of the proxy(ies) for the AGM shall be deemed to be revoked if the Unitholder attends the AGM in person, and in such event, the Manager reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing a proxy(ies) to the AGM.
CPF and SRS investors who wish to exercise their voting rights at the AGM can refer to paragraph 6 below, for more information.
(a) attending the Physical Meeting in person;
(b) attending the Virtual Meeting using virtual meeting technology (by observing and/or listening to the AGM proceedings via live audio-visual webcast or live audio-only stream);
(c) submitting questions to the Chairman of the AGM in advance of, or at, the AGM; and/or
(d) voting at the AGM (i) by being appointed as proxy by their relevant intermediary; or (ii) by appointing the Chairman of the AGM as proxy to vote on their behalf,
should contact the relevant intermediary through which they hold such units as soon as practicable in order for the necessary arrangements to be made for their participation in the AGM.
CPF and SRS investors:
(A) may attend, speak and vote at the 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 as soon as practicable if they have any queries regarding their appointment as proxies; or
(B) (as an alternative to (A) above) may appoint the Chairman of the AGM as proxy to vote on their behalf at the 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 Wednesday, 17 April 2024 being at least seven working days before the date of the AGM. For avoidance of doubt, CPF and SRS investors will not be able to appoint third party proxy(ies) (i.e., persons other than the Chairman of the AGM) to vote live at the AGM on their behalf.
“relevant intermediary” means:
(i) a banking corporation licensed under the Banking Act 1970, or a wholly owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds Units in that capacity;
(ii) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001, and who holds Units in that capacity; or
(iii) the Central Provident Fund Board (“CPF Board”) established by the Central Provident Fund Act 1953, in respect of Units purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Units in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
(i) CICT’s Annual Report 2023 may be accessed by clicking on the “Annual Report 2023”;
(ii) the Letter to Unitholders dated 28 March 2024 in relation to Resolution 2 may be accessed by clicking on the hyperlink under “Letter to Unitholders dated 28 March 2024 (Proposed Change of Auditors)”; and
(iii) the Letter to Unitholders dated 28 March 2024 in relation to Resolution 4 may be accessed by clicking on the hyperlink under “Letter to Unitholders dated 28 March 2024 (Proposed Unit Buy-Back Mandate)”.
The above documents may also be accessed on the SGX website at https://www.sgx.com/securities/company-announcements.
Printed copies of the Letter to Unitholders dated 28 March 2024 in relation to Resolution 2 and the Letter to Unitholders dated 28 March 2024 in relation to Resolution 4 will be sent to Unitholders. However, printed copies of CICT’s Annual Report 2023 will not be sent to Unitholders. Any Unitholder who wishes to receive a printed copy of CICT’s Annual Report 2023 should submit his/her/its request via the online request form which is accessible at CICT’s website at https://cict-ar.listedcompany.com/ar2023-request-form no later than 5.00 p.m.(Singapore time) on Monday, 8 April 2024.
(b) Any reference to a time of day is made by reference to Singapore time.
The Manager may be required to change the arrangements for the AGM at short notice. Unitholders should check the CICT’s website at https://investor.cict.com.sg/agm_egm.html or SGX's website at https://www.sgx.com/securities/company-announcements for the latest updates on the status of the AGM.
Proxy Form
Download Blank Proxy Form for Submission by Post / Email
Submit / Register Now
Submission of Questions,
Submission of e-Proxy Form
and/or Registration for Virtual Meeting