CYL CORPORATION BERHAD — Proxy Solicitation & Information Statement 2026

May 27, 2026

CYC

CYL CORPORATION BERHAD

UNIVERSITY OF CENTRAL YELEN

(Incorporated in Malaysia)

NOTICE OF THE TWENTY-SIXTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Sixth Annual General Meeting ("28th AGM") of CYL Corporation Berhad ("the Company" or "CYL") will be held at Corporate Meetings by Enviro, Ground Floor Lobby 1, Crystal Plaza, No.4, Jalan 01A/223, 48100 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Tuesday, 21 July 2026, 10:00 a.m. to transact the following businesses:

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 January 2026 together with the Directors' and Auditors' Reports thereon.

2. To re-elect the following Directors who retire by rotation pursuant to Clause 76(3) of the Company's Constitution: -
   (a) Mr. Chen Yat Lee
   (b) Mr. Chen Teck Sun
   (c) En. Abd Malik bin A Rahman

3. To approve the payment of Directors' fees to the Non-Executive Directors of RM400,000.00 for the period commencing on the date of immediately after the 28th AGM up to the date of the next AGM to be held in 2027.

4. To approve the payment of Directors' benefits to the Non-Executive Directors of RM25,000.00 for the period commencing on the date of immediately after the 28th AGM up to the date of the next AGM to be held in 2027.

5. To re-appoint Fonds Mazars PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.

Resolution 7
Resolution 2
Resolution 3

As Special Business

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

1. Ordinary Resolution
   Authority for Directors to issue and allot shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016 ("the Act") and Waiver of Pre-emptive Rights under Section 85 of the Act

"THAT pursuant to Sections 75 and 76 of the Act, the Directors be and are hereby authorised to allot and issue shares in the Company at any time until the conclusion of the next AGM of the Company upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the total number of issued shares of the Company (excluding treasury shares, if any) at the time of issue, subject to the Constitution of the Company and approval of all the relevant regulatory bodies being obtained for such allotment and issue.

THAT pursuant to Section 85 of the Act, read together with Clause 12(3) of the Constitution of the Company, approve be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new shares ranking equally to the existing issued shares arising from issuance of new shares pursuant to this mandate.

AND THAT the new shares to be issued shall, upon allotment and issuance, rank equally in all respects with the existing shares of the Company, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution that which may be declared, made or paid before the date of allotment of such new shares."

1. To transact any other business for which due notice shall have been given.

By Order of the Board

TAI YIT CHAN (MACEA 7009143)
SSM PC No.: 202006091023
TAI YUEN LING (LG 0008513)
SSM PC No.: 202008001075

Company Secretaries:
Selangor Darul Ehsan

Date: 29 May 2026

Notes:

1. For the purpose of determining who shall be entitled to participate in this AGM, the Company shall be requesting Bursa Malaysia Depository Site, Bhd. to make available to the Company, the Record of Depository as of 15 July 2026. Only a member whose name appears on this Record of Depository shall be entitled to participate in this AGM.

2. A member entitled to participate in this AGM is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to participate in his/her place. A proxy may but need not be a member of the Company.

3. A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting and the appointment shall be invalid unless he specifies the proportions of his holding in his representative by each proxy.

Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositorial) Act 1991 ("Central Depositorial Act"), it may appoint not more than two (2) proxies to act with securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("miniflow account"), there is no limit to the number of proxies which the exempt authorised nominee may do, but the Company may not exercise Section 5 Audit. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositorial Act which is exempted for compliance with the provisions of Section 204(1) of the Central Depositorial Act.

1. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment premises to vote:

(i) A hard copy form;
in the case of an appointment made in hard copy form, the proxy form must be deposited in the Company's Office. Please Register at Time: Inviable & Sealed: Human Services Site, Bhd. of Cell 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 6, Jalan Kemintis, 30000 Kuala Lumpur, Malaysia or alternatively, the drop box located at Unit D-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kemintis, 50200 Kuala Lumpur, Malaysia

(ii) By electronic means:
The proxy form can be electronically lodged with the Share Register of the Company via Visitor Share Register and IPO (IPO) portal at https://smo.vidra.com. Kiedy refer to the Administrative Guide for the 28th AGM on the procedures for electronic lodgement of proxy form.

Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Company's Share Register at Time: Inviable & Sealing House Services Site, Bhd. of List 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 6, Jalan Kemintis, 50200 Kuala Lumpur, Malaysia or alternatively, the drop box located at Unit D-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kemintis, 50200 Kuala Lumpur, Malaysia

The certificate of appointment of authorised representative should be executed in the following manner:

(i) If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the constitution of the corporate member;

(ii) If the corporate member does not have a common seal, the certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member of any seal executed by:
(a) at least two (2) authorised officers, of whom one shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated.

Shareholders are advised to check the Company's website at www.cylcorporation.com and announcements from time to time for any changes to the administration of the 28th AGM.

Explanatory Notes

1. Agenda item no. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Act does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting.

2. Resolutions 1 to 3 - Re-election of Directors

The retiring Directors under Resolutions 1 - 3 pursuant to Clause 76(3) of the Company's Constitution ("Retiring Directors"), being eligible, have offered themselves for re-election.

For the purpose of determining the eligibility of the Retiring Directors to stand for re-election at the 28th AGM and to the with Pension 5.1 of the Malaysian Revenue Corporate Governance 2021, the Nomination Committee ("RC") has reviewed and assessed the Retiring Directors from the annual assessment and individual Directors' fitness and property with reference to the Directors' Fit and Proper Policy for the financial year under review.

The RC had recommended that, the re-election of the Retiring Directors to be based on the following:
(i) satisfactory performance and have met Board's expectation in discharging his duties and responsibilities with due care and in a commendable manner;
(ii) met the fit and proper criteria in discharging his rules as director of the Company;
(iii) level of independence demonstrated by the Independent Director; and
(iv) ability to act in the best interest of the Company in decision-making and developing the Group's business strategies.

The Board had endorsed the recommendation of the RC on the re-election of the Retiring Directors.

The profiles of the Retiring Directors are set out in the Board of Directors' Profiles of the Annual Report 2008 of the Company.

Resolution 1

Pursuant to Section 230(1) of the Act, the fees of the directors, and any benefits payable to the Directors of a listed company and to subsidiaries shall be approved at the general meeting.

The Non-Executive Directors' fees are calculated based on the current Board size. Payment of the Non-Executive Directors' fees will be made by the Company and its subsidiary on a monthly basis and as and when incurred for the period commencing on the date immediately after the 28th AGM up to the date of the next AGM to be held in 2027. The Board is of the now date the Executive Directors' fees are calculated based on the current Board size and as and when incurred, particularly after they have discharged their responsibilities and rendered their services. In the event the proposed amount is insufficient, approval will be sought at the next AGM for the shortfall.

Resolution 2

The Non-Executive Directors' benefits are calculated based on the current Board size and the number of scheduled Board and Board Committee meetings for the period commencing on the date immediately after the 28th AGM up to the date of the next AGM to be held in 2027. In the event the proposed amount is insufficient, approval will be sought at the next AGM for the shortfall.

Resolution 3

The Board has through the Audit Committee ("AC"), considered the re-appointment of Fonds Mazars PLT as Auditors of the Company. The factors considered by the AC in making the recommendation to the Board to table their re-appointment at the 28th AGM are disclosed in the Corporate Governance Overview Statement of the Annual Report 2026.

Resolution 4

The Company wishes to renew the mandate on the authority to issue shares pursuant to the Act at the 28th AGM of the Company (fondsrafter referred to as the "General Mandate").

The Company had been granted a General Mandate by its shareholders at the 22nd AGM of the Company held on 25 July 2025 (fondsrafter referred to as the "Previous Mandate").

This Resolution 7 proposed under item 6 of the Agenda under shareholders' approval of General Mandate for issuance of shares by the Company under Sections 75 and 76 of the Act. The General Mandate is a member of the Company, from the Executive Directors' Party, from the date of the above AGM, authority to allot shares in the Company up to and not exsending in total ten per cent (10%) of the total number of issued shares (including treasury shares) of the Company and its subsidiaries. The General Mandate is also a member of the Company, from General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required by law to be held, whichever is earlier. The General Mandate will provide flexibility and empower the Directors to allot and issue new shares (severely in the Company for purpose of the shareholder's name) and to be exempt as stipulated in the Group. This resolution will provide a set of all the above and the above changes as required by the General Mandate.

The Company will also have the following changes:
(i) The General Mandate is a delay arising from and cost involved in converting a general meeting to a different group of shareholders for such issuance of shares.

The purpose of this General Mandate is for possible fund-raising exercise including but not limited to further placement of shares for purpose of funding owned and/or future investment of the Company's own stock, stock, or other income.

By writing in favour of the proposed resolution, the shareholders of the Company will be waiving their statutory pre-emptive right under Section 85 of the Act and will allow the Directors to issue shares to any person without having to offer the new shares to all existing shareholders of the Company prior to issuance of the new shares.

The Company did not allot and issue any shares pursuant to the Previous Mandate granted by the shareholders at the previous AGM.