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131

FRONTKEN CORPORATION BERHAD

(651020-T)

ANNUAL REPORT

2015

Notes:-

1. A Member entitled to attend and vote at this meeting is entitled to appoint a proxy/proxies to attend and vote in his/her

stead. A proxy need not be a member of the Company.

2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions

of his holdings to be represented by each proxy.

3. Where the appointer is a corporation, this form must be executed under its common seal or under the hand of an officer

or attorney duly authorised.

4. The instrument appointing a proxy or proxies must be deposited at the office of the Share Registrar of the Company

situated at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200

Kuala Lumpur not less than forty-eight (48) hours before the time fixed for convening the Meeting or any adjournment

thereof.

5. For the purpose of determining a member who shall be entitled to attend the Twelfth Annual General Meeting, the

Company shall request Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 17 June 2016. Only

a depositor whose name appears on the Record of the Depositors as at 17 June 2016 shall be entitled to attend this

Twelfth Annual General Meeting or appoint proxies to attend and/or vote on his/her behalf.

Explanatory Notes on Ordinary Business:-

1.

Item 1 of the Agenda

This Agenda item is meant for discussion only as the provision of Section 169 of the Companies Act, 1965 does not

require a formal approval of the shareholders for the Audited Financial Statements. Hence, this item is not put forward

to shareholders for voting.

Explanatory Note on Special Business:-

2.

Item 5 of the Agenda

The proposed Ordinary Resolution 5, if passed, will empower the Directors from the conclusion of this AGM, to allot

and issue up to a maximum of 10% of the total issued and paid-up share capital of the Company (excluding treasury

shares) at the time of issue (other than bonus or rights issue) without the need to convene a general meeting and for

such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied

at a general meeting, will expire at the next AGM of the Company. This mandate will provide flexibility to the Company

for any possible fund raising activities, including but not limited to placing of shares, for the purpose of funding working

capital, future investment project(s) and/or acquisition(s). At this juncture, there is no decision to issue new shares.

If there should be a decision to issue any new share after the general mandate is sought, the Company will make an

announcement in respect thereof.

The proposed Ordinary Resolution 5 is a renewal of the general mandate for issuance of shares pursuant to Section

132D of the Act. The Company had, at the Eleventh AGM held on 25 June 2015, obtained its shareholders’ approval

for the general mandate for issuance of shares pursuant to Section 132D of the Act. As at the date of this notice, the

Company did not issue any share pursuant to the said mandate.

3.

Item 6 of the Agenda

The proposed Ordinary Resolution 6, if passed, will give the Directors of the Company the authority to take all such

steps as are necessary or expedient to implement, finalise, complete and/or effect the purchase(s) of Shares by the

Company as the Directors may deem fit and expedient in the best interest of the Company. This authority will, unless

renewed or revoked or varied by the Company at a general meeting, continue to be in force until the conclusion of the

next AGM of the Company or the expiry of the period within which the next AGM of the Company following the Twelfth

AGM is required by the law to be held. Please refer to the Share Buy-Back Statement dated 26 April 2016 which is

despatched together with this Annual Report for more information.

NOTICE OF ANNUAL GENERAL MEETING

(cont’d)