Kori : NOTICE OF AGM FY2021

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Kori Holdings Limited (the "Company") will be held by way of electronic means on 28 April 2022 at 10.00 a.m. for the purposes set out below.

The Notice has been made available on SGXNet and the Company's Website at URLhttp://www.kori.com.sg. A printed copy of this Notice, the proxy form and other documents related to the AGM will NOT be despatched to members.

As Ordinary Business

• 1. To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2021 and the Directors'

  Statement together with the Auditors' Report.

  (Resolution 1)

• 2. To re-elect Mr Lim Yeok Hua, who is retiring pursuant to Regulation 117 of the Company's Constitution, and who, being eligible, offered himself for re-election.

  [See Explanatory Note (1)(a)]

  (Resolution 2)

• 3. To re-elect Mr Ng Wai Kit, who is retiring pursuant to Regulation 117 of the Company's Constitution and who, being eligible, offered himself for re-election.

  [See Explanatory Note (1)(b)]

  (Resolution 3)

• 4. To approve the payment of Directors' fees of up to S$145,000.00 for the financial year ending 31 December 2022, payable quarterly in arrears. [FY2021: S$145,000.00]

  (Resolution 4)

• 5. To re-appoint Messrs BDO LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.

  (Resolution 5)

• 6. To transact any other ordinary business which may be properly transacted at an annual general meeting.

As Special Business

To consider and, if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:

7.

Authority to Allot and Issue Shares

THAT pursuant to Section 161 of the Companies Act 1967 (the "Act") and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the "SGX-ST") ("Catalist Rules"), the Directors of the Company be authorised and empowered to:

(I)

• (a) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or

• (b) 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) options, 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

NOTICE OF ANNUAL GENERAL MEETING

(II)

(notwithstanding that 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:

• (a) 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), shall not exceed one hundred per cent (100%) of the total number of issued Shares in the capital of the Company (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (b) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to the existing shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (b) below);

• (b) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) that may be issued under sub-paragraph (a) above, the percentage of the issued Shares shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:

  • (i) new Shares arising from the conversion or exercise of any convertible securities;

  • (ii) new Shares arising from the exercise of share options or vesting of share awards which are outstanding and/or subsisting at the time of the passing of this Resolution, provided the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and

  • (iii) any subsequent bonus issue, consolidation or subdivision of Shares;

  Any adjustments made in accordance with sub-paragraphs (b)(i) or (b)(ii) above shall only be made in respect of new Shares arising from convertible securities and Instruments which were issued and outstanding and/or subsisting at the time of the passing of this Resolution.

• (c) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Act and the Constitution for the time being of the Company; and

• (d) the authority conferred by this Resolution shall, unless revoked or varied by the Company in general meeting, continue to be 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 earlier.

  [See Explanatory Note (2)]

(Resolution 6)

NOTICE OF ANNUAL GENERAL MEETING

8.

The Proposed Renewal of the Share Purchase Mandate

• (I) That for the purposes of Sections 76C and 76E of the Act, the Directors of the Company be and are hereby authorized to exercise all the powers of the Company to purchase or otherwise acquire the Shares not exceeding in aggregate the Maximum Limit (as defined below), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as defined below), whether by way of:

  • (a) market purchase(s) (each a "Market Purchase") on the SGX-ST; and/or

  • (b) off-market purchase(s) (each an "Off-Market Purchase") in accordance with an equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Catalist Rules and the Act;

  and otherwise in accordance with all other laws and regulations, including but not limited to, the Constitution of the Company, the provisions of the Act and the Catalist Rules as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

• (II) That unless varied or revoked by the members of the Company in a general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the Company at any time and from time to time during the Relevant Period (as defined below) and expiring on the earliest of:

  • (a) the date on which the next annual general meeting of the Company is held or required by law to be held;

  • (b) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate are carried out to the full extent mandated; or

  • (c) the date on which the authority conferred by the Share Purchase Mandate is varied or revoked by shareholders in a general meeting;

• (III) For the purposes of this Resolution:

  "Maximum Limit" means that number of issued Shares representing not more than 10% of the issued ordinary share capital of the Company as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company (other than a reduction by virtue of a share buy-back) in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered by such capital reduction (excluding any treasury shares that may be held by the Company from time to time). Any Shares which are held as treasury shares will be disregarded for purposes of computing the 10% limit;

  "Relevant Period" means the period commencing from the date of the passing of this Resolution and expiring on the earliest of the date on which the next annual general meeting of the Company is held or is required by law to be held, the date on which the share buy-backs are carried out to the full extent of the Share Purchase Mandate, or the date the said mandate is revoked or varied by the Company in a general meeting;

NOTICE OF ANNUAL GENERAL MEETING

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

"Average Closing Price" means the average of the closing market prices of the Share over the last five (5) Market Days, on which transactions in the Shares were recorded, before the day on which the purchase or acquisition of Shares was made, or as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five (5) Market Days and the day on which the purchases are made;

"day of the making of the offer" means the day on which the Company makes an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off- Market Purchase; and

• (IV) That the number of Shares which may in aggregate be purchased or acquired by the Company during the Relevant Period shall be subject to the Maximum Limit;

• (V) That the Directors of the Company and/or any of them be and are hereby authorised to deal with the Shares purchased by the Company, pursuant to the Share Purchase Mandate in any manner as they think fit, which is permitted under the Act; and

• (VI) That 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 and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.

  [See Explanatory Note (3)]

(Resolution 7)

By Order of the Board

Lee Pih Peng Company Secretary Singapore

13 April 2022

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes to the resolutions:

• (1) Re-election of Directors:

  • (a) Mr Lim Yeok Hua will, upon re-election as a Director of the Company, remain the Independent Director of the Company, Chairman of the Nominating Committee and member of the Audit Committee and the Remuneration Committee and will be considered independent for the purposes of Rule 704(7) of the Catalist Rules. Mr Lim Yeok Hua has received shareholders' approval via the two-tier voting mechanism with respect to his independence as required under the Catalist Rules 406(d)(iii) on 27 April 2021. Detailed information on Mr Lim Yeok Hua can be found under the "Board of Directors" and "Corporate Governance Report" sections in the Company's Annual Report.

  • (b) Mr Ng Wai Kit will, upon re-election as a Director of the Company, remain the Executive Director of the Company. Detailed information on Mr Ng Wai Kit can be found under the "Board of Directors" and "Corporate Governance Report" sections in the Company's Annual Report.

• (2) The proposed Resolution 6 in item 7, if passed, will empower the Directors of the Company, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares and/or convertible securities in the Company, without seeking any further approval from shareholders in general meeting but within the limitation imposed by this Resolution 6, for such purposes as the Directors may consider would be in the best interests of the Company. The number of Shares and convertible securities that the Directors may allot and issue under this Resolution 6 would not exceed one hundred per cent (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time of passing of this Resolution 6. For issue of Shares and convertible securities other than on a pro-rata basis to all shareholders, the aggregate number of Shares and convertible securities to be issued shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time of passing of this Resolution 6.

• (3) The proposed Resolution 7 in item 8, if passed, will empower the Directors of the Company, from the date of the AGM until the next annual general meeting or the date by which the next annual general meeting of the Company is required by law to be held or when varied or revoked by the Company in general meeting, whichever is earlier, to purchase or acquire up to ten per centum (10%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings), at prices up to but not exceeding the Maximum Price (as defined above), as at the date of the passing of this Resolution 7. Details the proposed renewal of the Share Purchase Mandate are set out in the Appendix accompanying this annual report.

Additional Notes:

• 1. The AGM is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, and Joint Statement by Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation titled "Additional Guidance on the Conduct of General Meetings During Elevated Safe Distancing Period".

• 2. Due to the current COVID-19 situation, members will not be able to attend the AGM in person. Members will be able to watch the proceedings of the AGM through a "live" webcast via their mobile phones, tablets or computers or listen to these proceedings through a "live" audio feed via telephone. In order to do so, members who wish to watch the "live" webcast or listen to the "live" audio feed must pre-register by 10.00 am on 22 April 2022, athttps://bit.ly/registerkori2022. Following authentication of their status as members, authenticated members will receive email verifying their status as a shareholder. Shareholders should use the log-on credential created during the registration process to access the webcast and audio feed of the proceedings of the AGM by 10.00 am on 27 April 2022. Members who do not receive an email by 10.00 am on 27 April 2022 should contact the Company, by email atadmin@kori.com. sg.

  Persons holding shares through relevant intermediaries, including SRS investors, who wish to participate in the AGM via webcast should contact their relevant intermediaries (e.g. their respective SRS Operators) through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM. The relevant intermediaries are required to submit a consolidated list of participants (setting out in respect of each

• participant, his/her name, email address and NRIC/Passport Number), via email to the Company atadmin@kori.com.sgby 10.00 am on 22 April 2022.

• 3. Members who pre-register to watch the "live" webcast or listen to the "live" audio feed may also submit questions relating to the resolutions to be tabled for approval at the AGM. Please note that members will not be able to ask questions at the AGM "live" during the webcast and the audio feed.

  All questions must be submitted by 10.00 am on 21 April 2022 ("Questions Cut-Off Date") via the pre-registration website athttps://bit.ly/registerkori2022.

  The Company will address substantial questions relevant to the resolutions to be tabled for approval at the AGM, as received from Shareholders before the Questions Cut-Off Date, on or prior to 23 April 2022, 10.00 am. The Company will, within one month after the date of the AGM, publish the minutes of the AGM, together with responses to subsequent clarifications sought or follow-up questions raised by shareholders in respect of substantial and relevant matters on SGXNet and the Company's website.

• 4. A member will not be able to attend the AGM in person. Members (whether individuals or corporates) who wish to exercise their voting rights at the AGM must appoint the chairman of the annual general meeting ("Chairman of the AGM") as their proxy to attend, speak and vote on their behalf at the AGM. In appointing the Chairman of the AGM as proxy, members (whether individuals or corporates) must give specific instructions as to voting, or abstentions from voting, in the form of proxy, failing which the appointment will be treated as invalid.

• 5. The Chairman of the AGM, as proxy, need not be a member of the Company.

• 6. The instrument appointing the Chairman of the AGM as proxy must:

  (a) if sent personally or by post, be received at Kori Holdings Limited c/o Tricor Barbinder Share Registration Services, at 80 Robinson Road, #11-02, Singapore 068898; or

(b)if submitted by email, be received by Kori Holdings Limited c/o Tricor Barbinder Share Registration Services, by email atsg.is.proxy@sg.tricorglobal.com.

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