Kimlun Corporation Berhad Annual Report 2020

EXPLANATORY NOTES ON SPECIAL BUSINESS 1. Resolutions 8, 9 and 10 – Continuing in Office as Independent Non-Executive Directors The Board had through the Nomination Committee conducted an annual performance evaluation and assessment of Chua Kee Yat @ Koo Kee Yat, Dato’ Paduka (Dr.) Ir. Hj. Keizrul Bin Abdullah @ Lim Teik Keat and Kek Chin Wu who will have served as Independent Non- Executive Directors (“INED”) of the Company for a cumulative term of twelve years respectively on 23 October 2021 and recommended for them to continue to act as an INEDs based on the following justifications:- a. Each of them has fulfilled the criteria under the definition of Independent as set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; b. Each of them has during their present tenure as INED developed valuable insight of the Group and its business. Their experience enables them to discharge their duties and responsibilities independently, objectively and effectively in the decision-making processes of the Board; c. Each of them has vast experience, knowledge and skills in a diverse range of business and therefore provide constructive opinion, counsel, oversight and guidance as directors; and d. Each of them has devoted sufficient time and attention to his professional obligations to the Company for informed and balanced decision making. 2. Resolution 11 – Authority to Allot Shares The resolution is proposed for the purpose of granting a renewed general mandate (“General Mandate”) and empowering the Directors to allot shares in the Company up to an amount not exceeding in total ten per cent (10%) of the total number of issued shares (excluding treasury shares) of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM or at the expiration of the period within which the next AGM is required to be held, whichever is earlier. This renewed General Mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time. The purpose of this renewed General Mandate is for possible fund raising activities including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings and acquisition. As at the date of this notice, the Company did not issue any shares pursuant to the 20% General Mandate granted to the Directors at the Eleventh AGM as there were no investment(s), acquisition(s) or working capital that require fund raising activity. 3. Resolution 12 – Proposed RRPT Mandate This resolution, if passed, will authorise the Company and each of its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature in the ordinary course of business. For further information on the recurrent related party transactions, please refer to the Circular to Shareholders dated 20 May 2021. 4. Resolution 13 – Proposed Renewal of Share Buy Back This resolution, if passed, will give the Company the authority to purchase its own ordinary shares of up to ten per cent (10%) of the number of issued shares of the Company. For further information on Proposed Renewal of Share Buy Back, please refer to the Statement to Shareholders dated 20 May 2021. NOTICE OF THE TWELFTH (12TH) ANNUAL GENERAL MEETING Kimlun Corporation Berhad Registration No. 200901023978 (867077-X) 177