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DBS GROUP HOLDINGS LTD AGM Information 2025

Apr 26, 2025

66684_rns_2025-04-26_5441b5a8-4ecd-407d-9073-51e0da753cd8.pdf

AGM Information

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DBS GROUP HOLDINGS LTD (Incorporated in the Republic of Singapore) (Company Registration No. 199901152M)

Minutes of the Twenty-Sixth Annual General Meeting (hereinafter referred to as the “AGM” or the “Meeting”) of DBS Group Holdings Ltd (hereinafter referred to as the “Company”; where reference is made to the Company and its consolidated subsidiaries, the term “DBS” or “Group” is used) held at Marina Bay Sands Expo and Convention Centre, Level 4, Roselle and Simpor Ballrooms, 10 Bayfront Avenue, Singapore 018956, on Friday, 28 March 2025 at 2.00 p.m.


Present By Invitation Board of Directors Group Management Committee Mr Peter Seah (Chairman) Ms Tan Su Shan (via video-conference) Mrs Chng Sok Hui Mr Piyush Gupta Mr Philip Fernandez Mr Olivier Lim Tse Ghow (Lead Independent Mr Derrick Goh Director) Mr Han Kwee Juan Mr Chng Kai Fong Mr Eugene Huang Dr Bonghan Cho Mr Koh Kar Siong Mr David Ho Ms Lee Yan Hong Ms Punita Lal Mr Lim Chu Chong Ms Judy Lee Mr Lim Him Chuan Mr Anthony Lim Mr Lim Soon Chong Mr Tham Sai Choy Mr Andrew Ng Mr Jimmy Ng Shareholders and Proxy holders Mr Ng Sier Han As set out in the attendance records Ms Karen Ngui maintained by the Company Mr Sanjoy Sen Mr Shee Tse Koon In Attendance Mr Soh Kian Tiong Company Secretary Auditor Mr Marc Tan PricewaterhouseCoopers LLP: Mr Yura Mahindroo Mr Sam Kok Weng Mr Johnathan Tay Independent Scrutineer DrewCorp Services Pte Ltd

Whereas:

  • (i) Mr Peter Seah, the Chairman of the Board, was unable to attend the Meeting in person but had participated remotely via video conference.

  • (ii) The members of the Board, including Mr Peter Seah, had chosen Mr Olivier Lim Tse Ghow, Lead Independent Director, to act as Chairman of the Meeting.

  • AGM/1/2025 Quorum

  • (1) A quorum being present, the Chairman of the Meeting called the AGM to order.

DBS GROUP HOLDINGS LTD (Incorporated in the Republic of Singapore) (Company Registration No. 199901152M)

Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 2


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AGM/2/2025 Notice of Meeting
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AGM/2/2025
Notice of Meeting
AGM/2/2025
Notice of Meeting
AGM/2/2025
Notice of Meeting
(2)
With the consent of the Meeting, the notice convening the AGM was
taken as read.
(3)
The Company Secretary introduced the Board of Directors.
Leadership Transition
(4)
The Chairman of the Meeting invited Mr Peter Seah to address the
Meeting. Mr Seah said that Mr Piyush Gupta will be retiring as the
Group Chief Executive Officer (“CEO”) at the conclusion of the AGM.
Under Mr Gupta’s 15-year leadership, DBS had undergone a
significant transformation and positively impacted shareholders,
customers, employees and the society at large. On behalf of the Board
and shareholders, Mr Seah expressed gratitude to Mr Gupta and
welcomed the new chapter under Ms Tan Su Shan. The planning for
the CEO succession had been a decade-long strategic initiative,
having been expedited in 2021 when Mr Gupta informed the Board of
his intention to retire after turning 65. Ms Tan had emerged as the
standout candidate. Mr Seah highlighted, among Ms Tan’s many
achievements, her extensive banking experience, having managed
both the Consumer Banking Group/Wealth Management and
Institutional Banking Groups. He expressed the Board’s confidence in
Ms Tan’s ability to continue building on the strong partnership that had
been forged with the Board and take DBS to greater heights.
(5)
The Company Secretary read an appreciation statement from
Temasek Holdings (Private) Limited, a significant shareholder of the
Company, thanking Mr Gupta for his exceptional leadership. The full
statement is enclosed inAppendix Ito these minutes.
(6)
The Chairman of the Meeting invited Mr Gupta and Ms Tan to address
the Meeting. Mr Gupta expressed his gratitude to the Board, his
colleagues, customers and shareholders for their support during his
tenure. Ms Tan thanked these same stakeholders for their trust, adding
that the opportunity to lead the continued transformation of DBS is a
tremendous privilege and responsibility. To build on what DBS had
achieved, she intends to focus on continuity, culture, customer and
connectivity.
AGM Proceedings
(7)
The Chairman of the Meeting said that all resolutions at the AGM will
be put to the vote by way of a poll and invited a representative of the
polling agent to explain the electronic poll voting process.
(8)
In addition, as some shareholders have appointed him as their proxy
to vote on their behalf, the Chairman of the Meeting shall be voting on
certain resolutions according to such shareholders’ instructions. He
would also be proposing most of the resolutions.
AGM/2/2025
Notice of Meeting
AGM/2/2025
Notice of Meeting
AGM/2/2025
Notice of Meeting
(2)
With the consent of the Meeting, the notice convening the AGM was
taken as read.
(3)
The Company Secretary introduced the Board of Directors.
Leadership Transition
(4)
The Chairman of the Meeting invited Mr Peter Seah to address the
Meeting. Mr Seah said that Mr Piyush Gupta will be retiring as the
Group Chief Executive Officer (“CEO”) at the conclusion of the AGM.
Under Mr Gupta’s 15-year leadership, DBS had undergone a
significant transformation and positively impacted shareholders,
customers, employees and the society at large. On behalf of the Board
and shareholders, Mr Seah expressed gratitude to Mr Gupta and
welcomed the new chapter under Ms Tan Su Shan. The planning for
the CEO succession had been a decade-long strategic initiative,
having been expedited in 2021 when Mr Gupta informed the Board of
his intention to retire after turning 65. Ms Tan had emerged as the
standout candidate. Mr Seah highlighted, among Ms Tan’s many
achievements, her extensive banking experience, having managed
both the Consumer Banking Group/Wealth Management and
Institutional Banking Groups. He expressed the Board’s confidence in
Ms Tan’s ability to continue building on the strong partnership that had
been forged with the Board and take DBS to greater heights.
(5)
The Company Secretary read an appreciation statement from
Temasek Holdings (Private) Limited, a significant shareholder of the
Company, thanking Mr Gupta for his exceptional leadership. The full
statement is enclosed inAppendix Ito these minutes.
(6)
The Chairman of the Meeting invited Mr Gupta and Ms Tan to address
the Meeting. Mr Gupta expressed his gratitude to the Board, his
colleagues, customers and shareholders for their support during his
tenure. Ms Tan thanked these same stakeholders for their trust, adding
that the opportunity to lead the continued transformation of DBS is a
tremendous privilege and responsibility. To build on what DBS had
achieved, she intends to focus on continuity, culture, customer and
connectivity.
AGM Proceedings
(7)
The Chairman of the Meeting said that all resolutions at the AGM will
be put to the vote by way of a poll and invited a representative of the
polling agent to explain the electronic poll voting process.
(8)
In addition, as some shareholders have appointed him as their proxy
to vote on their behalf, the Chairman of the Meeting shall be voting on
certain resolutions according to such shareholders’ instructions. He
would also be proposing most of the resolutions.

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Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 3


(9)
The Chairman of the Meeting added that the Company had published
on its website and SGXNet its responses to questions received from
shareholders in advance of the Meeting.
(9)
The Chairman of the Meeting added that the Company had published
on its website and SGXNet its responses to questions received from
shareholders in advance of the Meeting.
AGM/3/2025 Presentation by CEO and Deputy CEO
(10) The Chairman of the Meeting invited Mr Gupta and Ms Tan to brief the
Meeting on (i) DBS’ performance in 2024 and its 15-year structural
transformation; and (ii) the future focus areas, respectively. Details of
the presentation can be found in the presentation slides, which had
been published on the Company’s website and SGXNet on 28 March
2025 and are also enclosed inAppendix IIto these minutes.
AGM/4/2025 Resolution 1–Adoption of Directors’Statement and Audited Financial
Statements for the year ended 31 December 2024 and the Auditor’s Report
thereon
(11) The Chairman of the Meeting proposed that the Directors’ Statement
and Audited Financial Statements for the year ended 31 December
2024 and the Auditor’s Report thereon be received and adopted.
Shareholders were invited to raise questions before this resolution is
put to the vote.
Fee-based Income and ROE
(12) In response to a shareholder’s query on whether wealth management
would be the major contributor to fee-based income going forward, Ms
Tan said that DBS intends to focus on structural growth opportunities
in high return on equity (“ROE”) businesses, namely, wealth
management, financial institutions group, global transaction services
and treasury sales. Mr Gupta added that the current guidance is for
double digit growth in wealth management fee-based income for 2025.
(13) On whether DBS’ 18% ROE in 2024 is sustainable, Mr Gupta said that
if interest rates remain closer to the 4% range, DBS might be able to
achieve returns of around 17% to 18%. This would decrease to 15%
to 17% if the rates were to be nearer 3% instead. DBS had engaged
in judicious balance sheet management to pre-empt the impact of
falling rates by locking in asset yields for extended durations, thereby
reducing the sensitivity of net interest income to the US Fed funds rate.
About one-third of the commercial book at year-end comprised fixed-
rate assets. Separately, the ROE would also get a boost on the back
of ongoing plans to return excess capital to shareholders.
(14) On the outlook for 2025, Ms Tan said that the impact of lower interest
rates is expected to be offset by loan growth and growth in commercial
book non-interest income. On this basis, full-year pre-tax profit is

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Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 4


expected to be around the level achieved in 2024. Net profit would however be lower due to the implementation of a global minimum tax of 15%.

Asset Quality

  • (15) In response to various shareholders’ queries on risk management and credit underwriting standards, Ms Tan said that DBS is proactively addressing challenges arising from the uncertainty in the macroeconomic environment, geopolitical landscape and consequent market volatility. DBS had implemented rigorous stress tests across various risk parameters, as well as leveraged technology to automate processes and improve agility in responding to changing conditions. While increased delinquencies in unsecured consumer loans in the key markets and the Singapore micro-SME credit program had been observed, these were mitigated through proactive strengthening of collection efforts and portfolio optimisation through an enhanced onboarding criteria. Overall, credit quality remains resilient.

Locations

  • (16) A shareholder commented that Singapore and Hong Kong accounted for the bulk (88%) of the Group’s 2024 profit and queried on the feasibility of scaling up in other locations. Ms Tan said that Singapore and Hong Kong are financial hubs. While most of the Group’s revenue is booked in these locations, these could be derived from customers based outside Singapore and Hong Kong. The strength of the Singapore and Hong Kong franchise also supports DBS’ ability to pursue growth in other locations, where the payback time for investments is longer, in a calibrated manner.

  • (17) In response to a shareholder’s query on opportunities in the family office segment for Hong Kong relative to Singapore, Ms Tan said that Hong Kong attracts both North Asia and international flows and has a vibrant capital market. DBS has a major presence in this segment in both Hong Kong and Singapore and intends to continue to grow its product offerings.

  • (18) A shareholder asked about the outlook for Taiwan and India. Ms Tan said that DBS is now the largest foreign bank in Taiwan following the successful integration of Citibank’s consumer banking business, which had enabled DBS to achieve cost and product synergies. Notably, wealth management had outperformed as DBS could now engage clients across a broader suite of product solutions. Taiwan’s prospects are positive given its competitiveness in the semiconductor supply chain.

  • (19) Following the amalgamation of Lakshmi Vilas Bank, the India franchise had seen strong income growth on the back of the successful implementation of the phygital strategy and increased brand awareness. Mr Gupta said that DBS now operates a full-service

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Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 5


platform spanning institutional, wealth and retail banking in India and is better positioned to participate in India’s growth. Ms Tan added that DBS saw robust growth in large-corporate borrowing, including in the GIFT City branch. The SME business saw improving momentum while consumer banking had good traction.

Acquisitions

  • (20) In response to a shareholder’s query on acquisitions and the potential impact on dividend payouts, Ms Tan said that DBS adopts a disciplined approach in evaluating targets. An acquisition must be accretive in the long-term, taking into account the acquisition costs, integration efforts and synergistic opportunities, and be in line with the overall Group strategy. Mr Gupta said that DBS had completed a series of bolt-on acquisitions during the past decade, none of which had negatively impacted dividend payouts. The Chairman of the Meeting highlighted that some capacity is set aside for possible acquisitions in DBS’ internal capital planning.

  • (21) A shareholder asked if DBS would exit its stake in Shenzhen Rural Commercial Bank (“SRCB”) should SRCB undertake an initial public offering (“IPO”). Mr Gupta said that DBS had increased its stake in SRCB to 19.4% to give the Group a stronger foothold to access the long-term growth potential of the Greater Bay Area. A SRCB IPO could create further opportunities for DBS to build up its shareholding.

Fintechs

  • (22) A shareholder asked how DBS can remain competitive relative to fintechs. Mr Gupta said that DBS has held its own, made possible by its digital transformation since 2014 which had allowed it to become more customer-centric, agile and data-driven. While fintechs can outcompete on price, this operating model may not be sustainable in a volatile environment and would be misaligned with their investors’ cashflow and profitability expectations over time. Ms Tan said that DBS will continue to enhance its customer journeys and deliver differentiated experiences through the use of data and artificial intelligence, while continuing to build brand awareness. She added that DBS in fact provides banking solutions to several fintechs in Singapore and the region.

Technology

  • (23) A shareholder observed that DBS had strengthened its technology resiliency following the past digital disruption episodes. The Chairman of the Meeting said that technology is a key focus area for the Board. Mr Gupta explained that the modern technology architecture involves micro services, which can either be developed in-house or procured from external vendors. These systems are upgraded from time to time and patches are tested before they are introduced into the environment. Recognising that there could be bugs in software

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Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 6


updates, DBS had instituted a range of uplifts to tighten the change management processes, enhance the ability to identify and speedily resolve incidents, and boost expertise across the various lines of defence. Ms Tan also highlighted the setting up of a Testing Centre of Excellence to improve the quality of software development. To improve system resiliency, DBS had put in place alternate pathways to ensure that customer journeys are fulfilled in the event of system disruptions. Technology risk governance processes were also strengthened - the newly formed Board Technology Committee had, besides subsuming the BRMC Technology Risk Committee’s existing responsibilities, taken on an added mandate for the oversight of the Group’s technology strategy and architecture.

Capital Management, including Share Buybacks

  • (24) In response to various shareholders’ queries on the relative merits on returning capital via share buybacks and higher dividends, Ms Tan said that the Company had completed 3% of the $3bn share buyback programme announced on 7 November 2024 and intends to complete the programme over 3 years. The Chairman of the Meeting said that share buybacks are a part of DBS’ capital management toolkit, which now includes a Capital Return dividend that the Board plans to introduce in 2025. Mr Gupta highlighted that DBS employs a mix of capital return strategies as shareholders have different preferences. Share buybacks boost earnings per share by reducing the number of outstanding shares and would appeal to growth-oriented shareholders, while income-focused shareholders would prefer special and Capital Return dividends. In line with the Group’s policy of paying ordinary dividends that are sustainable and progressively rise with earnings, the ordinary dividend payout had doubled over the past five years, supplemented by occasional special dividends.

  • (25) With respect to a shareholder’s question on the increase of the share purchase mandate limit to 3%, Mr Gupta said that this would give the Company greater flexibility to purchase shares for cancellation under the $3bn share buyback programme and to hold as treasury shares to support the vesting of awards pursuant to its employee share plans.

  • (26) A shareholder asked if a share split could be considered in light of the increase in share price. Ms Tan said that one of the considerations of the Monetary Authority of Singapore’s (“MAS”) Equities Market Review Group is to reduce board lot sizes and it would be prudent to wait for the final recommendation as part of the assessment.

Scrip Dividend Scheme

  • (27) In response to a shareholder’s question on the DBSH scrip dividend scheme, the Chairman of the Meeting said that the scrip dividend scrip had been suspended in 2017 but was re-activated in 2020 as a result of the MAS’ call for banks to make the scrip dividend option available for shareholders. With the lifting of the MAS’ dividend restrictions in

6

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July 2021, the Company had again suspended scrip dividends. The
resolution on the scrip dividend scheme provides the Board with the
flexibility to allot and issue shares should the Board decide to apply the
scheme to any qualifying dividend that may be declared in the future,
or if there should be a regulatory direction to do so. The Board would
continue to take into account all relevant considerations when
assessing the Company’s capital management initiatives.
(28) There being no further questions or comments, the Chairman of the
Meeting put the motion to vote by poll.
(29) The result of the poll on this motion was as follows:
 Votes FOR the resolution: 1,870,221,026 votes or 99.97%.
 Votes AGAINST the resolution: 631,234 votes or 0.03%.
(30) The Chairman of the Meeting declared the resolution carried.
(31) RESOLVED THAT the Directors’ Statement and Audited Financial
Statements for the year ended 31 December 2024 and the Auditor’s
Report thereon be received and adopted.
AGM/5/2025 Resolution 2 - Declaration of Final Dividend on Ordinary Shares
(32) There being no questions or comments, the Chairman of the Meeting
put the motion to vote by poll.
(33) The result of the poll on this motion was as follows:
 Votes FOR the resolution: 1,873,220,806 votes or 99.99%.
 Votes AGAINST the resolution: 270,450 votes or 0.01%.
(34) The Chairman of the Meeting declared the resolution carried.
(35) RESOLVED THAT a one-tier tax-exempt Final Dividend of 60 cents
per ordinary share be declared for the year ended 31 December 2024.

AGM/6/2025 Resolution 3 - Approval of proposed Non-executive Directors Remuneration
of $5,015,463 for the Year ended 31 December 2024
(36) The Chairman of the Meeting said that non-executive Directors who
are also shareholders would abstain from voting on this resolution.
There being no questions or comments, the Chairman of the Meeting
put the motion to vote by poll.
(37) The result of the poll on this motion was as follows:
 Votes FOR the resolution: 1,867,108,911 votes or 99.76%.
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 Votes AGAINST the resolution: 4,470,078 votes or 0.24%.
(38) The Chairman of the Meeting declared the resolution carried.
(39) RESOLVED THAT the amount of $5,015,463 proposed as non-
executive Directors’ remuneration for the year ended 31 December
2024 be approved.
AGM/7/2025 Resolution 4 - Re-appointment of PricewaterhouseCoopers LLP as Auditor
of the Company and Authorisation for Directors to fix its Remuneration
(40) There being no questions or comments, the Chairman of the Meeting
put the motion to vote by poll.
(41) The result of the poll on this motion was as follows:
 Votes FOR the resolution: 1,840,822,403 votes or 98.35%.
 Votes AGAINST the resolution: 30,832,976 votes or 1.65%.
(42) The Chairman of the Meeting declared the resolution carried.
(43) RESOLVED THAT PricewaterhouseCoopers LLP be re-appointed as
Auditor of the Company and that the Directors be authorised to fix its
remuneration.
AGM/8/2025 Resolution 5 - Re-election of Mr Olivier Lim Tse Ghow as a Director retiring
under Article 99
(44) The Chairman of the Meeting handed the Chair over to Mr Tham Sai
Choy, the Chairman of the Nominating Committee, as the proceedings
for Resolution 5 related to his own re-election.
(45) There being no questions or comments, the motion was put to vote by
poll.
(46) The result of the poll on this motion was as follows:
 Votes FOR the resolution: 1,863,498,615 votes or 99.57%.
 Votes AGAINST the resolution: 8,021,108 votes or 0.43%.
(47) Mr Tham declared the resolution carried. Mr Tham handed the Chair
back to Mr Olivier Lim Tse Ghow.
(48) RESOLVED THAT Mr Olivier Lim Tse Ghow be re-elected as Director
of the Company.
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Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 9


AGM/9/2025 Resolution 6-Re-election of Dr Bonghan Cho as a Director retiring under
Article 99
(49) There being no questions or comments, the motion was put to vote by
poll.
(50) The result of the poll on this motion was as follows:

Votes FOR the resolution: 1,863,075,462 votes or 99.58%.

Votes AGAINST the resolution: 7,921,321 votes or 0.42%.
(51) The Chairman of the Meeting declared the resolution carried.
(52) RESOLVED THAT Dr Bonghan Cho be re-elected as Director of the
Company.
AGM/10/2025 Resolution 7-Re-election of Mr Tham Sai Choy as a Director retiring under
Article 99
(53) There being no questions or comments, the motion was put to vote by
poll.
(54) The result of the poll on this motion was as follows:

Votes FOR the resolution: 1,844,571,667 votes or 98.72%.

Votes AGAINST the resolution: 23,960,686 votes or 1.28%.
(55) The Chairman of the Meeting declared the resolution carried.
(56) RESOLVED THAT Mr Tham Sai Choy be re-elected as Director of the
Company.
AGM/11/2025 Resolution 8-Appointment of Ms Tan Su Shan as a Director pursuant to
Article 105
(57) There being no questions or comments, the motion was put to vote by
poll.
(58) The result of the poll on this motion was as follows:

Votes FOR the resolution: 1,869,683,186 votes or 99.91%.

Votes AGAINST the resolution: 1,669,446 votes or 0.09%.
(59) The Chairman of the Meeting declared the resolution carried.
(60) RESOLVED THAT Ms Tan Su Shan be appointed as Director of the
Company.

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AGM/12/2025 Resolution 9 - General Authority to Issue Shares and to Make or Grant
Convertible Instruments subject to Limits
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AGM/12/2025
Resolution 9-General Authority to Issue Shares and to Make or Grant
Convertible Instruments subject to Limits
(61) There being no questions or comments, the Chairman of the Meeting
put the motion to vote by poll.
(62) The result of the poll on this motion was as follows:

Votes FOR the resolution: 1,718,749,167 votes or 91.89%.

Votes AGAINST the resolution: 151,721,230 votes or 8.11%.
(63) The Chairman of the Meeting declared the resolution carried.
(64) RESOLVED THAT authority be and is hereby given to the Directors of
the Company to:
(a)
(i)
issue shares of the Company (“shares”) whether by way of
rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively,
“Instruments”) that might or would require shares to be
issued, including but not limited to the creation and issue
of (as well as adjustments to) warrants, debentures or other
instruments convertible into shares,
at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors may in their
absolute discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may
have ceased to be in force) issue shares in pursuance of any
Instrument made or granted by the Directors while this
Resolution was in force,
provided that:
(1)
the aggregate number of shares to be issued pursuant to this
Resolution (including shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution) does
not exceed 50% of the total number of issued shares (excluding
treasury shares and subsidiary holdings) of the Company (as
calculated in accordance with paragraph (2) below), of which the
aggregate number of shares to be issued other than on a_pro rata_
basis to shareholders of the Company (including shares to be
issued in pursuance of Instruments made or granted pursuant to
this Resolution) shall not exceed 10% of the total number of
issued shares (excluding treasury shares and subsidiary
holdings) of the Company (as calculated in accordance with

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Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 11


paragraph (2) below);
(2)
(subject to such manner of calculation and adjustments as may
be prescribed by the Singapore Exchange Securities Trading
Limited (“SGX-ST”)) for the purpose of determining the
aggregate number of shares that may be issued under paragraph
(1) above, the percentage of issued shares shall be based on the
total number of issued shares (excluding treasury shares and
subsidiary holdings) of the Company at the time this Resolution
is passed, after adjusting for:
(i)
new shares arising from the conversion or exercise of any
convertible securities or share options or vesting of share
awards which were issued and are outstanding or
subsisting at the time this Resolution is passed; and
(ii)
any subsequent bonus issue, consolidation or subdivision
of shares,
and, in paragraph (1) above and this paragraph (2), “subsidiary
holdings” has the meaning given to it in the Listing Manual of the
SGX-ST;
(3)
in exercising the authority conferred by this Resolution, the
Company shall comply with the provisions of the Listing Manual
of the SGX-ST for the time being in force (unless such
compliance has been waived by the SGX-ST) and the
Constitution for the time being of the Company; and
(4)
(unless revoked or varied by the Company in general meeting)
the authority conferred by this Resolution shall continue in force
until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting
of the Company is required by law to be held, whichever is the
earlier.
AGM/13/2025 Resolution 10-Authority to Issue Shares pursuant to the DBSH Scrip
Dividend Scheme
(65) There being no questions or comments, the Chairman of the Meeting
put the motion to vote by poll.
(66) The result of the poll on this motion was as follows:

Votes FOR the resolution: 1,824,964,827 votes or 97.54%.

Votes AGAINST the resolution: 45,941,429 votes or 2.46%.
(67) The Chairman of the Meeting declared the resolution carried.

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(68) RESOLVED THAT authority be and is hereby given to the Directors of
the Company to allot and issue from time to time such number of new
ordinary shares of the Company as may be required to be allotted and
issued pursuant to the DBSH Scrip Dividend Scheme.
AGM/14/2025 Resolution 11 – Proposed Renewal of the Share Purchase Mandate
(69) There being no further questions or comments, the Chairman of the
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(68) RESOLVED THAT authority be and is hereby given to the Directors of
the Company to allot and issue from time to time such number of new
ordinary shares of the Company as may be required to be allotted and
issued pursuant to the DBSH Scrip Dividend Scheme.
(68) RESOLVED THAT authority be and is hereby given to the Directors of
the Company to allot and issue from time to time such number of new
ordinary shares of the Company as may be required to be allotted and
issued pursuant to the DBSH Scrip Dividend Scheme.
AGM/14/2025
Resolution 11–Proposed Renewal of the Share Purchase Mandate
(69) There being no further questions or comments, the Chairman of the
Meeting put the motion to vote by poll.
(70) The result of the poll on this motion was as follows:

Votes FOR the resolution: 1,866,458,681 votes or 99.84%.

Votes AGAINST the resolution: 3,084,227 votes or 0.16%.
(71) The Chairman of the Meeting declared the resolution carried.
(72) RESOLVED THAT:
(a)
for the purposes of Sections 76C and 76E of the Companies Act
1967 (the “Companies Act”), the exercise by the Directors of the
Company of all the powers of the Company to purchase or
otherwise acquire issued ordinary shares of the Company
(“Ordinary Shares”) not exceeding in aggregate the Maximum
Percentage (as hereafter defined), at such price or prices as may
be determined by the Directors from time to time up to the
Maximum Price (as hereafter defined), whether by way of:
(i)
market purchase(s) on the Singapore Exchange Securities
Trading Limited (“SGX-ST”) and/or any other securities
exchange on which the Ordinary Shares may for the time
being be listed and quoted (“Other Exchange”); and/or
(ii)
off-market purchase(s) (if effected otherwise than on the
SGX-ST or, as the case may be, Other Exchange) in
accordance with any equal access scheme(s) as may be
determined or formulated by the Directors as they consider
fit, which scheme(s) shall satisfy all the conditions
prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations
and rules of the SGX-ST or, as the case may be, other Exchange
as may for the time being be applicable, be and is hereby
authorised and approved generally and unconditionally (the
“Share Purchase Mandate”);
(b)
unless varied or revoked by the Company in general meeting, the
authority conferred on the Directors of the Company pursuant to
the Share Purchase Mandate may be exercised by the Directors

12

DBS GROUP HOLDINGS LTD (Incorporated in the Republic of Singapore) (Company Registration No. 199901152M)

Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 13


at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:

  • (i) the date on which the next Annual General Meeting of the Company is held;

  • (ii) the date by which the next Annual General Meeting of the Company is required by law to be held; and

  • (iii) the date on which purchases and acquisitions of Ordinary Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;

  • (c) in this Resolution:

“Average Closing Price” means the average of the closing market prices of an Ordinary Share over the last five market days on which transactions in the Ordinary Shares on the SGX-ST or, as the case may be, Other Exchange were recorded, immediately preceding the date of the market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action that occurs during the relevant five-day period and the date of the market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase;

“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Ordinary Shares from Shareholders, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the basis set out below) for each Ordinary Share and the relevant terms of the equal access scheme for effecting the off-market purchase;

“Maximum Percentage” means that number of issued Ordinary Shares representing 3% of the issued Ordinary Shares as at the date of the passing of this Resolution (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST)); and

“Maximum Price” in relation to an Ordinary Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) which shall not exceed:

(i) in the case of a market purchase of an Ordinary Share, 105% of the Average Closing Price of the Ordinary Shares;

13

DBS GROUP HOLDINGS LTD (Incorporated in the Republic of Singapore) (Company Registration No. 199901152M)

Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 14


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and
(ii) in the case of an off-market purchase of an Ordinary Share,
105% of the Average Closing Price of the Ordinary Shares;
and
(d) the Directors of the Company and/or any of them be and are
hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as
they, he and/or she may consider expedient or necessary to give
effect to the transactions contemplated and/or authorised by this
Resolution.
AGM/15/2025 Closure
(73) There being no other business, the Chairman of the Meeting thanked
shareholders for their attendance and closed the Meeting at 4.15 p.m.
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Approved By:

Mr Peter Seah Chairman DBS Group Holdings Ltd

14

DBS GROUP HOLDINGS LTD (Incorporated in the Republic of Singapore) (Company Registration No. 199901152M)

Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 15


Appendix I

Appreciation statement from Temasek Mr Chairman, Piyush, Board Members and fellow shareholders, Temasek, as a significant shareholder of DBS, would like to share the following statement. Today marks the culmination of a highly effective partnership over a period of 15 years between the Chairman, Mr Peter Seah, and the CEO, Mr Piyush Gupta which has seen very significant value created for DBS, its franchise, the financial services sector and all shareholders of DBS, including its employees.

Piyush Gupta has driven a total transformation of DBS over these 15 years. His achievements speak for itself - the accolades that DBS has received over the years including recognition by Euromoney in 2016 as the first bank to be named World’s Best Digital Bank. In 2018[1] , DBS was named the World’s Best Bank and has received the award multiple times since then.

Over that period, DBS’ market capitalisation quadrupled to $120b and its cumulative total shareholder return was almost 600% or 12% pa. It is commonly thought that a listed company should either be a dividend yield company or a growth company, but during this period DBS has proven that you can be both!

Piyush has fostered a culture of innovation, diversity with meritocracy and purpose and has built a deep bench and strong foundations for his successor, Tan Su Shan. While we all rightfully applaud Piyush’s achievements, we all know, and he himself has said, that he could not have done it alone. He had the strong, unwavering support and guidance of Chairman Peter Seah and the DBS Board, and the partnership of his strong team at DBS.

And as he now embarks on his next journey, we know that DBS continues to be in the good hands of Chairman Peter Seah and Tan Su Shan. We are confident that they will continue to drive DBS’ relentless focus on excellence for value to all its stakeholders and we look forward to supporting the Board, management and staff in the next stage of the DBS journey. Piyush, on behalf of Temasek, we thank you for your exceptional leadership and wish you the very best in all your future endeavours.

1

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DBS GROUP HOLDINGS LTD (Incorporated in the Republic of Singapore) (Company Registration No. 199901152M)

Minutes of the Twenty-Sixth Annual General Meeting of DBS Group Holdings Ltd – Page 16


And to Chairman Peter Seah and the Board, our gratitude for your oversight and stewardship. Yours sincerely, Dilhan Pillay Sandrasegara Executive Director & CEO Temasek Holdings

16

Appendix II

CEO Presentation

ANNUAL GENERAL MEETING 28 MARCH 2025

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1

Agenda

  1. Reflections on 2024

  2. Our 15-year structural transformation

  3. The way forward

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2

Agenda

1. Reflections on 2024

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3

Another record year in 2024

  • Total income of $22.3 billion and net profit of $11.4 billion at new highs; ROE of 18.0% sustained at previous year's record and one of the highest among developed market banks

  • Driven by stable NIM, balance sheet growth, and new highs in fees and treasury customer sales

  • Judicious balance sheet management: reduced NII sensitivity to $4 million per bp of US Fed Funds Rate

  • ▪ Cost-income ratio at 40%

FY2024 ($m) FY2023 ($m) YoY (%)
Total Income Record 22,297 20,180 10
Expenses 8,895 8,056 10
Profit before allowances Record 13,402 12,124 11
Total allowances 622 590 5
Net profit Record 11,408 10,286 11
Reported netprofit Record 11,289 10,062 12
ROE (%) 18.0 18.0 -
Group NIM (%) 2.13 2.15 (0.02)
Loans ($bn) 431 416 3
Deposits ($bn) 562 535 4

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4

Key revenue drivers: Institutional Banking Group

A Total income declines 2% to $9.16bn

B Higher loan-related fees, cash management fees and treasury customer income offset by decline in net interest income

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($m) FY2024 FY2023 YoY (%)
Total Income A 9,159 9,388 (2)
Cash / SFS 4,077 4,329 (6)
Loans B 3,384 3,384 0
Treasury 907 853 6
Trade 638 666 (4)
Investment
153 156 (2)
bankin
g
Expenses 2,820 2,673 5
Profit before
6,339 6,715 (6)
allowances
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5

Key revenue drivers: Consumer Banking Group

  • A Total income up 13% to $10.2bn

  • B ▪ Led by higher fee income from investment product sales, bancassurance, and cards

C ▪ Wealth management AUM increases 17% to record $426bn

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($m) FY2024 FY2023 YoY (%)
Total Income A 10,155 8,957 13
Loans and
6,239 6,045 3
deposits
Investment
3,026 2,141 41
products B
Cards 856 702 22
Others 34 69 (51)
Expenses 5,273 4,627 14
Profit before
4,882 4,330 13
allowances
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AUM ($bn)

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C
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426 365 17

6

Ordinary dividend increase of 27% for 2024

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(S¢ per share)
222
60
175
136 49
54
4Q 38
44
3Q 33 54
44
2Q 33
54
38
1Q 33
2022 2023 2024
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Excludes special dividend in 2022

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Dividends prior to 1Q24 adjusted for one-for-10 bonus issue announced on 7 Feb 2024

7

Dividends continue to be primary means of capital distribution

(S$bn)

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Ordinary
Special
2x
6.3
5.2
5.0
1.3
3.1 3.1
2.2
3.9
2019 2020 2021 2022 2023 2024
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▪ Ordinary dividends have doubled since 2019 to $6.3bn, reflecting significant structural improvements of franchise

▪ Dividend yield currently at 5.2% ▪ Buyback programme of $3bn in 2024

▪ Committed to managing down excess capital over coming three years, Capital Return dividend planned for FY25

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8

Other key achievements in 2024

Made progress in technology resiliency

  • Tightened change management processes, simplified our systems architecture and reduced single points of failure.

  • Enhanced our ability to more quickly identify incidents and resolve them

Industrialised AI and piloted GenAI initiatives

  • More than doubled economic outcomes from artificial intelligence to $750m

  • Deployed over 1,500 models across > 370 use cases

  • Piloted >20 Generative AI use cases

  • Strengthened independent risk functions

Matured new ways of working

  • Enhanced senior leadership oversight of Managing through Journeys (MtJs)

  • Incorporated relevant risk and control metrics into performance management framework

  • Improved outcomes from MtJs

Recognised by customers and employees

  • 1 in market penetration and customer satisfaction & quality across core markets and Asia respectively (Coalition Greenwich survey index for Large Corporates)

  • Call centre won 27 corporate awards & 14 individual awards

  • Record employee engagement scores

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1Customer Satisfaction Index of Singapore

9

Agenda

2. Our 15-year structural transformation

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10

Achieved outsized income and net profit growth

Total Income (SGD billion)

Net profit (SGD billion)

Income growth has outpaced peers

Net profit has grown fivefold since 2009

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6.6
5.1
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22.3
14.4
Peer
average
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2.1
1.9
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11.4
6.9
Peer
average
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20092010201120122013201420152016201720182019202020212022202320242024 202009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 20249 2024
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2009

11

Structurally shifted toward high-ROE business

Income mix (%)

Return on equity (%)

Percentage of group income from high-ROE segment doubled

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Percentage of group income from Return on equity has more than
high-ROE segment doubled doubled since 2009, surpassing peers
50
18.0
Categories combined
Wealth management [1] 13.7
24
Global Transaction Services 12.1 Peer
average
Treasury customer sales
8.4
2009 2024
2009200920102011201220132014201520162017201820192020202120222023202420 4
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1 Wealth management comprising Treasures, Treasures Private Client and Private Banking

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12

Delivered superior shareholder returns

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Total shareholder return (%)
Annualised total shareholder return
of 13% since end-2009
DBS 13
Peer average 9
STI 6
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Market capitalisation (SGD billion) DBS’ market capitalisation crossed SGD 100 billion in 2024 – a first for a Singapore-listed company. It has quadrupled since 2009.

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124
35
2009 2024
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13

Return on equity (ROE)

DBS 18.0% (rank #7)

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Total shareholder return (TSR) since 2009

DBS 13% (rank #8)

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Source: Bloomberg. Note: Global peer universe comprises the 100 largest banks by assets. Unlisted banks are omitted from the chart. ROE based on latest available financial full-year or period.

14

Delivered value to our stakeholders

Employees

Customers

Grew our customer base substantially Received Best Employer Award from on the back of organic growth, Kincentric / Mercer since 2016 strategic acquisitions and strength of our ecosystem partnerships Consumer Banking/ Employee engagement score Wealth Management 90 [91] 86 87 2009 2024 79 81 82 82 83 84 4.9m >18.6m 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Institutional Banking 2009 2024 > 180,000 >280,000

Grew our customer base substantially on the back of organic growth, strategic acquisitions and strength of our ecosystem partnerships

Society

Made significant impact on society through the DBS Foundation and other community programmes

Community commitment from 2024 SGD 1b Committed over 10 years to foster inclusion and provide essential needs to Asia’s vulnerable 1.5m Volunteer hours over 10 years to give back to society DBS Foundation – creating impact beyond banking since 2014 SGD 130m Funding committed Employee volunteer >1m hours contributed

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15

Agenda

3. The way forward

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16

Rising uncertainties in our external environment

Heightened political and economic 1 uncertainty Unprecedented rate of change due to tech 2 advancements Pressing issues of aging, income inequality, 3 climate change, trust

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17

Business outlook resilient

Rates impact

  • Impact from rate cuts expected to be mitigated by volume growth

Business Momentum

Including payments

  • Focus on structural growth opportunities in high ROE businesses: Wealth management, Financial Institutions Group (FIG), Global Transaction Services (GTS), Treasury Sales

  • Supply chain diversification opportunities

Diversified access to Asia’s growth

  • Key financial and trade hubs: Singapore and Hong Kong

  • Diversified growth in largest Asian markets: China, India and Indonesia

  • Optimise returns from acquired businesses: Taiwan and India

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18

We have an edge and remain well-placed to meet these challenges

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Digital

  • Shift from monolithic systems to APIs and microservices

  • Balance innovation with resiliency

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AI/ Data

Industry-leading position in use of data & AI/ML

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Agile at Scale

Our horizontal organisation and digitised workflows allow us to be nimble

Our Culture: Collaborative, forward-looking & innovative

Our Sense of Purpose: Responsible banking, responsible business, impact beyond banking

Our Leadership Team: Strong and stable internal bench strength

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19

Our focus going forward

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Continue to be a transformative organisation while managing risks and ensuring resiliency

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Continue driving high ROE businesses

Pursue growth through greater connectivity:

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▪ External: Capture opportunities from cross-border client flows

▪ Internal: Leverage strengths across the bank to better serve our customers

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Address key societal issues (e.g. aging societies, income inequality, climate change, trust)

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20

Thank You

World’s Best Corporate/ Institutional Digital Bank Global Finance

World’s Best for High Net Worth Euromoney

World’s Best Bank for Real Estate Euromoney

World’s Best Bank for Sustainable Finance Global Finance

Asia’s Safest Bank (16th consecutive year) Global Finance

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21