Kuala Lumpur Kepong : Notice of the 51st Annual General Meeting

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 a 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."

1. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED 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 29 December 2023 ("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 a general meeting)."
2. PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE NEW 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."

(Ordinary Resolution 9)

(Ordinary Resolution 10)

Based on the aforesaid assessment, the Board and NC are satisfied that each of the retiring Directors has met the following criteria required of an effective and high-performance Board:

• willingness and the ability to challenge and ask the right questions;
• sound character and integrity in dealing with potential conflict of interest situations;
• commitment and time to serve the Company;
• fitness and propriety;
• competent and capable; and
• past contribution and performance.

Premised on the assessments, the Board approved the NC's recommendation that the retiring Directors, namely Dato' Yeoh Eng Khoon, Mr. Quah Poh Keat, Mr. Lee Jia Zhang and Tan Sri Shahril Ridza Bin Ridzuan, be eligible to stand for re-election.

The profiles of the retiring Directors are set out in the Profile of Directors section of the Company's Annual Report 2023.

1. Payment of Directors' Fees and Benefits
   Section 230(1) of the Companies Act 2016 provides amongst others, that the Directors' fees and any benefits payable to the Directors of the Company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the members' approval shall be sought at this Fifty-First Annual General Meeting on the Directors' remuneration in two (2) separate resolutions as below:
2. 1. Ordinary Resolution 5 - Payment of Directors' Fees to the Non-Executive Directors Payment of Directors' fees to the Non-ExecutiveDirectors in respect of the FY 2023 is as below:

1. Ordinary Resolution 6 - Payment of Directors' Benefits (other than Directors' Fees)
   The payment of Directors' benefits (other than Directors' fees) for the period from the Fifty-First Annual General Meeting to the Fifty-Second Annual General Meeting to be held in 2025 comprise:

1. Re-appointmentof Auditors and Audit Fees

The Audit and Risk Committee ("ARC") had, at its meeting held on 21 November 2023, assessed the suitability and independence of the External Auditors, Messrs. BDO PLT ("BDO"), and considered its engagement team, reporting, deliverables, fees and non-audit services. The ARC also reviewed the information presented in the Annual Transparency Report of BDO.

The ARC was satisfied with the performance and suitability of BDO based on the quality of audit, competency and sufficiency of resources of BDO in relation to the FY 2023 audit.

Having regard to the outcome of the annual assessment of BDO, the Board endorsed the ARC's recommendation for members' approval to re-appoint BDO as the External Auditors of the Company for FY 2024 and to authorise the Directors to fix their remuneration under Ordinary Resolution 7.

1. Explanatory notes on Special Businesses:
2. 1. Ordinary Resolution 8 - Proposed Renewal of Authority to Buy Back Shares
      Ordinary Resolution 8 proposed under Item 7 of the Agenda, if passed, will empower the Directors of the Company to buy back the Company's own shares through Bursa Malaysia Securities Berhad at any time within the time period stipulated by utilising the funds allocated out of the audited retained profits of the Company.
   2. Ordinary Resolution 9 - Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Shareholders' Mandate")
      Ordinary Resolution 9 proposed under Item 8 of the Agenda, if passed, will enable the Group to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature in the ordinary course of business which are necessary for the Group's day-to-day operations and 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 of the Company.
      The procurement of the Proposed Shareholders' Mandate would reduce substantially administrative time, effort and expenses associated with the convening of separate general meetings to seek members' approval as and when potential Recurrent Related Party Transactions arise.
   3. Ordinary Resolution 10 - Proposed Renewal of Authority for Directors to Allot and Issue KLK Shares in relation to Dividend Reinvestment Plan
      The shareholders had, at the Forty-Fifth Annual General Meeting held on 13 February 2018, approved the authority for the Directors to allot and issue KLK Shares in relation to Dividend Reinvestment Plan ("DRP") and such authority will expire at the conclusion of this Annual General Meeting.
      Ordinary Resolution 10 proposed under Item 9 of the Agenda, if passed, will give authority to the Directors to allot and issue KLK Shares pursuant to the DRP in respect of any dividends declared, and such authority shall expire at the conclusion of the next Annual General Meeting of the Company.

The authority given for Ordinary Resolutions 8, 9 and 10 mentioned above unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. Further information on Ordinary Resolutions 8 and 9 is set out in the Circular to Shareholders of the Company dated 29 December 2023 which is available on the Company's website, www.klk.com.my.