Kimlun Corporation Berhad Annual Report 2018

Annual Report 2018 128 12. ORDINARY RESOLUTION VII PROPOSED RENEWAL OF THE AUTHORITY TO ALLOT NEW ORDINARY SHARES IN THE COMPANY (“NEW KLCB SHARES”), FOR THE PURPOSE OF DIVIDEND REINVESTMENT PLAN (“DRP”) THAT PROVIDES THE SHAREHOLDERS OF THE COMPANY THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDEND IN NEW KLCB SHARES (“PROPOSED RENEWAL OF DRP”) “THAT pursuant to the DRP as approved by the shareholders at the Extraordinary General Meeting held on 24 June 2016 and subject to the approval of the relevant regulatory authorities, approval be and is hereby given to the Company to allot such number of New KLCB Shares from time to time as may be required to be allotted pursuant to the DRP until the conclusion of the next AGM upon such terms and conditions and to such persons as the Board of the Company at their absolute discretion, deem fit and in the best interest of the Company PROVIDED THAT the issue price of the said New KLCB Shares shall be fixed by the Board at not more than ten per cent (10%) discount to the adjusted five (5)-day volume weighted average market price (“VWAMP”) of KLCB Shares immediately prior to the price-fixing date, of which the VWAMP shall be adjusted ex-dividend before applying the abovementioned discount in fixing the issue price; AND THAT the Directors and the Secretary of the Company be and are hereby authorised to do all such acts and enter into all such transactions, arrangements and documents as may be necessary or expedient in order to give full effect to the DRP with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed or agreed to by any relevant authorities or consequent upon the implementation of the said conditions, modifications, variations and/or amendments, as they, in their absolute discretion, deem fit and in the best interest of the Company.” 13 SPECIAL RESOLUTION PROPOSED ALTERATION OF THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION/CONSTITUTION BY REPLACING WITH A NEW CONSTITUTION (“PROPOSED ALTERATION”) “THAT the existing Memorandum and Articles of Association/Constitution of the Company be hereby altered by replacing with a new Constitution as set out in the Appendix I attached to the Annual Report 2018 with effect from the date of passing this special resolution. AND THAT the Directors of the Company be hereby authorised to do all such acts and things and to take all such steps as they deem fit, necessary, expedient and/or appropriate in order to complete and give full effect to the Proposed Alteration with full powers to assent to any condition, modification, variation and/or amendment as may be required or imposed by the relevant authorities.” 14. To consider any other business of which due notice shall be given in accordance with the Act. By Order of the Board TAY LEE SHYA (MIA 16982) WONG PEIR CHYUN (MAICSA 7018710) YENG SHI MEI (MAICSA 7059759) Company Secretaries Kuala Lumpur 29 April 2019 (Resolution 13) (Resolution 14) NOTICE OF TENTH (10 TH ) ANNUAL GENERAL MEETING (cont’d)