Kuala Lumpur Kepong : Notice of the 50th Annual General Meeting

NOTICE OF MEETING

Notice is hereby given that the Fiftieth Annual General Meeting of Kuala Lumpur Kepong Berhad ("KLK" or "Company") will be held at Conference Room, Ground Floor, Wisma Taiko, No. 1, Jalan S.P. Seenivasagam, 30000 Ipoh, Perak, Malaysia on Thursday, 23 February 2023 at 11.00 a.m. for the following purposes:

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the year ended 30 September 2022 and the Directors' and Auditors' reports thereon.
2. To re-elect the following Directors who retire by rotation in accordance with Article 119 of the Company's Constitution:

4. To approve the payment of Directors' benefits (other than Directors' fees) for the period from (Ordinary Resolution 5) the Fiftieth Annual General Meeting to the Fifty-First Annual General Meeting to be held in 2024.

5. To re-appoint Messrs. BDO PLT as Auditors of the Company for the financial year ending (Ordinary Resolution 6) 30 September 2023 and to authorise the Board of Directors to fix their remuneration.

As Special Business

To consider and, if thought fit, to pass the following Resolutions:

6. PROPOSED RENEWAL OF AUTHORITY TO BUY BACK ITS OWN SHARES BY THE COMPANY (Ordinary Resolution 7)

"THAT authority be given to the Company to buy back an aggregate number of shares in the Company ("Authority to Buy Back Shares") as may be determined by the Directors from time to time through Bursa Malaysia Securities Berhad upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company provided that at the time of purchase, the aggregate number of shares which may be purchased and/or held by the Company as treasury shares pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company and that the maximum funds to be allocated for the Authority to Buy Back Shares shall not exceed the latest audited retained profits of the Company;

THAT the shares purchased by the Company pursuant to Authority to Buy Back Shares may be dealt with by the Directors in all or any of the following manner:

1. distribute the shares as share dividends to the shareholders; or
2. resell the shares or any of the shares on Bursa Malaysia Securities Berhad; or
3. transfer the shares or any of the shares for the purposes of or under an employees' share scheme; or
4. transfer the shares or any of the shares as purchase consideration; or
5. cancel the shares or any of the shares; or
6. sell, transfer or otherwise use the shares for such other purposes as allowed by the Companies Act 2016.

AND THAT the Directors be and are hereby empowered to do all such acts and things to give full effect to the Authority to Buy Back Shares with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities AND THAT such Authority shall commence upon passing of this ordinary resolution and will expire at the conclusion of the next Annual General Meeting ("AGM") of the Company following the passing of this ordinary resolution or the expiry of the period within which the next AGM is required by law to be held (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting) but not so as to prejudice the completion of a purchase by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authority."

7. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED (Ordinary Resolution 8)

PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

"THAT approval be given to the Company and/or its subsidiary companies to enter into recurrent transactions of a revenue or trading nature with related parties which are necessary for the Company's and/or its subsidiaries' day-to-day operations and carried out in the ordinary course of business on normal commercial terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders as set out in the Appendix I of the Company's Circular to Shareholders dated 30 December 2022 ("the Mandate");

AND THAT the Directors be and are hereby empowered to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give full effect to the Mandate, with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities AND THAT the Mandate shall commence upon passing of this ordinary resolution and will expire at the conclusion of the next Annual General Meeting ("AGM") of the Company following the passing of this ordinary resolution or the expiry of the period within which the next AGM is required by law to be held but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016 (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting)."

8. PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE NEW (Ordinary Resolution 9)

ORDINARY SHARES IN THE COMPANY ("KLK SHARES") IN RELATION TO THE DIVIDEND REINVESTMENT PLAN THAT PROVIDES THE SHAREHOLDERS OF THE COMPANY THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDEND ENTITLEMENTS IN KLK SHARES ("DRP")

"THAT pursuant to the DRP approved by the shareholders at the Annual General Meeting ("AGM") held on 13 February 2018 and subject to the approval of the relevant authorities (if any), approval be and is hereby given to the Company to allot and issue such number of KLK Shares pursuant to the DRP until the conclusion of the next AGM, upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit and in the best interest of the Company PROVIDED THAT the issue price of the said KLK Shares shall be fixed by the Directors at not more than ten percent (10%) discount to the adjusted five (5)-day volume weighted average market price ("VWAMP") of KLK shares immediately prior to the price-fixing date, which VWAMP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price;

AND THAT the Directors 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."

9. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016.

By Order of the Board

YAP MIOW KIEN

SSM PC No. 202008000769 (MAICSA 7059013) Company Secretary

Ipoh, Perak

Malaysia.

30 December 2022

Notes:

1. Members Entitled to Attend
   Only members whose names appear on the Register of Members or General Meeting Record of Depositors as at 15 February 2023 will be entitled to attend, speak and vote at this Annual General Meeting or appoint a proxy to attend, speak and vote on his/her behalf.
2. Appointment of Proxy
3. 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to exercise all or any of his/her rights to attend, speak and vote at the same meeting on his/her behalf. A proxy may but need not be a member of the Company. Where a member appoints two (2) proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.
   2. The proxy form must be signed under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, under its common seal or where a corporation does not have a seal, by any two (2) of its authorised

ordinary shares of the Company standing to the credit of the said securities account.

1. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee

refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Subsection 25A(1) of the Central Depositories Act.

1. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

(f) The appointment of proxy may be made in a hardcopy form or by electronic means as specified below and must be received by the Company not less than twenty-four (24) hours before the time appointed for the taking of the poll:

1. 1. • In hardcopy form
        The original proxy form shall be deposited at the Company Share Registrar's office, Boardroom Share Registrars Sdn Bhd ("Boardroom"), 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia.
      • Electronically
        The proxy form can be electronically lodged with Boardroom via Boardroom Smart Investor Portal at https://investor. boardroomlimited.com. Please follow the procedures set out in the Administrative Guide for such lodgement. Alternatively, the proxy form can be emailed to Boardroom at bsr.helpdesk@boardroomlimited.com.
   2. The power of attorney or other authority (if any) under which it is signed or a notarially certified of that power or authority, shall be deposited with Broadroom not less than twenty-four (24) hours before the time appointed for the taking of the poll.
2. Explanatory Notes on Ordinary Businesses:
3. 1. Audited Financial Statements for the financial year ended 30 September 2022
      The Audited Financial Statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only and do not require members' approval. Hence, this item on the Agenda will not be put forward for voting by members' of the Company.