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2020 Letter to Shareholders

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2020 Letter to Shareholders LETTER TO SHAREHOLDERS SINGAPORE TECHNOLOGIES ENGINEERING LTD (Incorporated in the Republic of Singapore) Company Registration Number: 199706274H Directors: Registered Office: Mr Kwa Chong Seng (Chairman and Independent Director) ST Engineering Hub Mr Vincent Chong Sy Feng (President and CEO) 1 Ang Mo Kio Dr Beh Swan Gin (Independent Director) Electronics Park Road #07-01 Mr Joseph Leong Weng Keong (Non-Executive Director) Singapore 567710 Mr Lim Ah Doo (Independent Director) Mr Lim Chin Hu (Independent Director) Mr Lim Sim Seng (Independent Director) LG Ong Su Kiat Melvyn (Non-Executive Director) Mr Quek Gim Pew (Non-Executive Director) Mr Quek See Tiat (Independent Director) Ms Song Su-Min (Independent Director) COL Xu Youfeng (Alternate Director to LG Ong Su Kiat Melvyn) 23 April 2020 To: The Shareholders of Singapore Technologies Engineering Ltd (the “Company”) Dear Sir/Madam 1. INTRODUCTION 1.1 Background. We refer to: (a) the Notice of the 23rd Annual General Meeting (“AGM”) of the Company dated 23 April 2020 (the “Notice”), convening the 23rd AGM of the Company to be held on 15 May 2020 (the “2020 AGM”); (b) Ordinary Resolution No. 8 relating to the proposed change of Auditor from KPMG LLP to PricewaterhouseCoopers LLP (“PwC LLP”), as proposed in the Notice; (c) Ordinary Resolution No. 10 relating to the proposed renewal of the Shareholders Mandate for Interested Person Transactions (as defined in paragraph 3.1 below), as proposed in the Notice; (d) Ordinary Resolution No. 11 relating to the proposed renewal of the Share Purchase Mandate (as defined in paragraph 4.1 below), as proposed in the Notice; (e) Ordinary Resolution No. 12 relating to the proposed adoption of the ST Engineering PSP 2020 (as defined in paragraph 5.1 below), as proposed in the Notice; and LETTER TO SHAREHOLDERS (f) Ordinary Resolution No. 13 relating to the proposed adoption of the ST Engineering RSP 2020 (as defined in paragraph 5.1 below), as proposed in the Notice. 1.2 Letter to Shareholders. The purpose of this Letter is to provide shareholders of the Company (“Shareholders”) with information relating to Ordinary Resolution Nos. 8, 10, 11, 12 and 13, proposed in the Notice (collectively, the “Proposals”). 1.3 SGX-ST. The Singapore Exchange Securities Trading Limited (“SGX-ST”) takes no responsibility for the accuracy of any statements or opinions made or reports contained in this Letter. 1.4 Advice to Shareholders. Shareholders who are in any doubt as to the course of action they should take should consult their stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. If a Shareholder has sold all his ordinary shares in the Company, he should immediately inform the purchaser or the bank, stockbroker or other agent through whom the sale was effected for onward notification to the purchaser, that this Letter (together with the Notice and the Proxy Form) and the Annual Report for the financial year ended 31 December 2019 (“Annual Report 2019”) (and updated shareholding statistics as at 1 April 2020) may be accessed at the Company’s website at the URLs https://www.stengg.com/en/investor-relations/23rd-annual-general-meeting/ and https://www.stengg.com/en/investor-relations/annual-reports/, respectively, and are also available on the SGX website at the URL https://www.sgx.com/securities/company-announcements. 2. THE PROPOSED CHANGE OF AUDITOR 2.1 Background. Ordinary Resolution No. 8 proposed in the Notice is to appoint PwC LLP as the Auditor of the Company in place of the retiring Auditor, KPMG LLP, and to authorise the Directors of the Company (the “Directors”) to fix its remuneration. 2.2 Rationale. KPMG LLP has served as external Auditor of the Company for 10 years, since 2010. As part of good corporate governance, the Directors are of the view that it would be timely to effect a change of external Auditor with effect from the financial year ending 31 December 2020. KPMG LLP, the retiring Auditor, will accordingly not be seeking re-appointment at the forthcoming 2020 AGM. PwC LLP was selected for the proposed appointment after the Audit Committee of the Company (the “Audit Committee”) invited and evaluated competitive proposals from various audit firms. The Audit Committee reviewed and deliberated on the proposals received from each of the audit firms, taking into consideration the factors recommended under the Audit Quality Indicators Disclosure Framework introduced by the Accounting and Corporate Regulatory Authority (“ACRA”), and the criteria for the evaluation and selection of the external auditors contained in the Guidebook for Audit Committees in Singapore and the Audit Committee Guide issued by the Singapore Institute of Directors, including factors such as the adequacy of the resources and experiences of the audit firm to be selected and the audit engagement partner to be assigned to the audit, the audit firm’s other engagements, the size and complexity of the Company and its subsidiaries (the “Group”) and the number and experience of supervisory and professional staff to be assigned. After evaluation, the Audit Committee informed the Company’s Board of Directors of its view that PwC LLP would be able to meet the audit requirements of the Company. Consequently, the Board of Directors agreed with the Audit Committee’s recommendation to table the proposed change of Auditor for Shareholders’ approval at the 2020 AGM. 2 LETTER TO SHAREHOLDERS The scope of audit services to be provided by PwC LLP will be comparable to those currently provided by KPMG LLP. 2.3 Information on PwC LLP. PwC LLP is a leading professional services firm with more than 3,800 staff, including over 140 partners in Singapore. The size of the audit function of PwC LLP in Singapore is 2,046 professional staff as at 31 January 2020. PwC LLP provides their clients with professional services to help solve their business issues and identify and maximise the opportunities their clients seek. Their industry specialisation allows them to help co-create solutions with their clients for the sector of interest. Globally, PwC LLP has over 276,000 professionals around the world. The audit partner who will be in charge of the audit is Lam Hock Choon (Marcus Lam). Mr Lam is PwC LLP’s Singapore Assurance Practice Leader. The Assurance Practice is the firm’s largest practice in terms of revenue and headcount. He is also part of PwC LLP’s Singapore Leadership Team. Mr Lam has more than 20 years of experience providing audit and advisory services to listed companies, multinationals and government agencies across different industries and sectors in Singapore. His past experience includes audits of listed companies with diverse business activities in the technology, engineering and manufacturing sectors. He has significant experience with U.S. GAAP, IFRS and U.S. SOX reporting requirements. Outside of PwC LLP, Mr Lam is active in the non-profit and government sectors. He also contributes actively to the development of the accounting profession as a council member of the Institute of Singapore Chartered Accountants and a member of the Accounting Standards Council. Partners of PwC LLP in Singapore, including Mr Lam, have been subject to a Practice Monitoring Programme review by ACRA. Partners involved in this engagement have all passed their quality review. For more information about PwC LLP, please visit https://www.pwc.com/sg/en/. 2.4 Confirmations. In accordance with the requirements of Rule 1203(5) of the listing manual of the SGX- ST (the “Listing Manual”): (a) the outgoing Auditor, KPMG LLP, has confirmed that it is not aware of any professional reasons why the new Auditor, PwC LLP, should not accept appointment as Auditor of the Company; (b) the Company confirms that there were no disagreements with the outgoing Auditor, KPMG LLP, on accounting treatments within the last 12 months; (c) the Company confirms that, other than as set out above, it is not aware of any circumstances connected with the proposed change of Auditor that should be brought to the attention of Shareholders; and (d) the Company confirms that it is or will be in compliance with Rules 712 and 7151 of the Listing Manual in relation to the appointment of PwC LLP as the Auditor of the Company. 1 PwC LLP will audit all of the Company’s Singapore-incorporated subsidiaries and significant associated companies as well as its significant foreign-incorporated subsidiaries and associated companies. 3 LETTER TO SHAREHOLDERS 2.5 Nomination Notice. Pursuant to Section 205 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), a copy of the notice of nomination of the proposed new Auditor dated 23 April 2020 from a Shareholder is attached in Appendix 1 to this Letter. 3. THE PROPOSED RENEWAL OF THE SHAREHOLDERS MANDATE 3.1 Shareholders Mandate. At the annual general meeting of the Company held on 18 April 2019 (the “2019 AGM”), approval of the Shareholders was obtained for the modifications to, and renewal of, a shareholders mandate (the “Shareholders Mandate”) to enable the Company, its subsidiaries and associated companies that are entities at risk (as that term is used in Chapter 9 of the Listing Manual) to enter into certain interested person transactions (“Interested Person Transactions”) with the classes of interested persons as set out in the Shareholders Mandate. Particulars of the Shareholders Mandate are set out in Appendix 1 to the Letter to Shareholders dated 21 March 2019 (the “2019 Letter”). 3.2 Proposed Renewal. The Shareholders Mandate was expressed to take effect until the conclusion of the next AGM of the Company, being the 2020 AGM which is scheduled to be held on 15 May 2020. Accordingly, the Directors propose that the Shareholders Mandate be renewed at the 2020 AGM, to take effect until the 24th AGM of the Company.
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