INDOFOOD AGRI RESOURCES LTD. — AGM Information 2025

Apr 8, 2025

INDOFOOD AGRI RESOURCES LTD. Company Registration No. 200106551G (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the Company will be held at Room 300302, Level 3, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593, on Wednesday, 30 April 2025 at 3.00 p.m. (Singapore time), to transact the following business.

AS ORDINARY BUSINESS

1.	To	receive and adopt the Directors’ statement and audited fnancial statements for the fnancial year ended 31	receive and adopt the Directors’ statement and audited fnancial statements for the fnancial year ended 31
	December 2024 and the Auditor’s Report thereon.		[Resolution 1]
2.	To	declare a fnal tax-exempt (one-tier) dividend of S$0.010 per ordinary share for the	fnancial year ended 31
	December 2024 (2023: S$0.008).		[Resolution 2]
3.	To	approve the Directors’ Fees of S$346,666 for the financial year ended 31 December 2024 (2023:
	S$285,000).		[Resolution 3]
4(i)	To	re-elect the following Directors who will be retiring by rotation under Regulation 111 of the Company’s
	Constitution and who, being eligible, offered themselves for re-election:
	(a)	Mr Moleonoto Tjang	[Resolution 4a]
	(b)	Mr Suaimi Suriady	[Resolution 4b]
	(c)	Mr Axton Salim	[Resolution 4c]

• 4(ii) To re-elect the following Directors appointed during the year and will retire in accordance with Regulation 115 of the Company’s Constitution and who, being eligible, offered themselves for re-election:

	(d)	Mr Philip Yeo Liat Kok	[Resolution 4d]
	(e)	Mr David Sungkoro	[Resolution 4e]
	(f)	Mr Andreas Tan	[Resolution 4f]
5.	To	re-appoint Messrs Ernst & Young LLP as the Company’s	Auditors and to authorise the Directors to fx their
	remuneration.		[Resolution 5]

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modifications, the following Resolutions numbered 6 to 8 as Ordinary Resolutions:

1. The general mandate for issues of shares

2. That authority be and is hereby given to the directors of the Company to:

3. (i) (aa) issue shares in the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or

   • (bb) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) 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

• (ii) issue Shares in pursuance of any Instrument made or granted by the directors while such authority was in force (notwithstanding that such issue of Shares pursuant to the Instruments may occur after the expiration of the authority contained in this Resolution),

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NOTICE OF ANNUAL GENERAL MEETING

Provided that:

• (iii) the aggregate number of the Shares to be issued pursuant to such authority (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority), does not exceed 50% of the total number of issued Shares, excluding treasury shares and subsidiary holdings in each class (as calculated in accordance with paragraph (iv) below), and provided further that where Shareholders are not given the opportunity to participate in the same on a pro-rata basis (“non pro-rata basis”), then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority) shall not exceed 20% of the total number of issued Shares excluding treasury shares and subsidiary holdings in each class (as calculated in accordance with paragraph (iv) below);

• (iv) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (the “SGX-ST”)) for the purpose of determining the aggregate number of the Shares and convertible securities that may be issued under paragraph (iii) above, the total number of issued Shares shall be based on the total number of issued Shares of the Company excluding treasury shares and subsidiary holdings at the time such authority was conferred, after adjusting for:

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

• (bb) new Shares arising from exercising share options or the vesting of share awards; and

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

and, in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument;

• (v) in this Resolution, “subsidiary holdings” shall refer to Shares of the Company held by any subsidiary of the Company in accordance with the provisions of the Companies Act 1967 (the “Companies Act”); and

• (vi) (unless revoked or varied by the Company in general meeting), the authority conferred by this Resolution shall continue 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 the earlier. [Resolution 6]

7.

• The proposed renewal of the shareholders’ mandate on Interested Person Transactions

That approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual of the SGX-ST, for the Company and its subsidiaries and associated companies (if any) which are considered to be “entities at risk” under Chapter 9, or any of them, to enter into any of the transactions falling within the types of Interested Person Transactions as set out in the Company’s Addendum to Shareholders dated 8 April 2025 (being an addendum to the Annual Report of the Company for the financial year ended 31 December 2024) (the “Addendum”), with any party who is of the class of Interested Persons described in the Addendum, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such Interested Person Transactions as set out in the Addendum (the “Proposed IPT Mandate”);

That the Proposed IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the next annual general meeting of the Company is held or is required by law to be held, whichever is the earlier;

That the Audit & Risk Management Committee of the Company be and is hereby authorised to take such action as it deems proper in respect of the procedures and/or to modify or implement such procedures as may be necessary to take into consideration any amendment to Chapter 9 of the Listing Manual of the SGX-ST which may be prescribed by the SGX-ST from time to time; and

INDOFOOD AGRI RESOURCES LTD. Company Registration No. 200106551G (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING

That the directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may in their discretion deem necessary, desirable or expedient in the interests of the Company to give effect to the Proposed IPT Mandate and/or this Resolution. [Resolution 7]

1. The proposed renewal of the Share Purchase Mandate

That:

• (a) for the purposes of Sections 76C and 76E of the Companies Act, as may be amended or modified from time to time, the exercise by the directors of the Company of all the powers of the Company to purchase or otherwise acquire issued and fully paid ordinary shares of the Company (the “Shares”) not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price or prices as may be determined by the directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of:

• (i) market purchases (each a “Market Purchase”) on the SGX-ST; and/or

• (ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the SGXST in accordance with any 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 Companies Act,

and otherwise in accordance with all other laws, regulations and listing rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);

• (b) unless varied or revoked by the Company in general meeting, the authority conferred on the directors of the Company pursuant to the Share Purchase Mandate in paragraph (a) of this Resolution may be exercised by the directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:

• (i) the date on which the next annual general meeting of the Company is held; or

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

• (iii) the date on which purchases or acquisitions of Shares are carried out to the full extent mandated;

• (c) in this Resolution:

“Prescribed Limit” means 5% of the total number of issued Shares of the Company (excluding subsidiary holdings in each class and any Shares which are held as treasury shares) as at the date of the passing of this Resolution; and

“Maximum Price”, in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:

• (i) in the case of a Market Purchase, 105% of the Average Closing Price (as defined hereinafter); and

• (ii) in the case of an Off-Market Purchase, 110% of the Average Closing Price (as defined hereinafter),

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NOTICE OF ANNUAL GENERAL MEETING

where:

“Average Closing Price” means the average of the Closing Market Prices of the Shares over the last five Market Days on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase or, as the case may be, the date of the making of the offer (as hereinafter defined) pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action that occurs during such five-Market Day period and the day on which the purchases are made;

“Closing Market Price” means the last dealt price for a Share transacted through the SGX-ST’s trading system as shown in any publication of the SGX-ST or other sources;

“date of the making of the offer” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from shareholders of the Company, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;

“Market Day” means a day on which the SGX-ST is open for trading in securities; and

“subsidiary holdings” shall refer to Shares of the Company held by any subsidiary of the Company in accordance with the provisions of the Companies Act; and

• (d) the directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may in their discretion deem necessary, desirable or expedient in the interests of the Company to give effect to the transactions contemplated by this Resolution. [Resolution 8]

• To transact any other routine business.

By Order of the Board

MAK MEI YOOK LEE SIEW JEE, JENNIFER

Company Secretaries

Singapore Date: 8 April 2025

Notes:

The AGM will be held in a wholly physical format, at Room 300-302, Level 3, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593, on Wednesday, 30 April 2025 at 3.00 p.m. (Singapore time). There will be no option for shareholders to participate virtually.

Printed copies of this Notice of AGM, Proxy form and the annual report 2024 request form will be sent by post to members. These documents and annual report will also be published on the Company’s website at https://investor.indofoodagri.com/agm.html and at https://www.sgx.com/securities/company-announcements on 8 April 2025.

INDOFOOD AGRI RESOURCES LTD. Company Registration No. 200106551G (Incorporated in the Republic of Singapore)

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY NOTES:

RESOLUTION 2:

Resolution 2 is to approve the final dividend. The Share Transfer Books and Register of Members of the Company will be closed at 5.00 p.m. on 8 May 2025, for the purpose of determining shareholders’ entitlements to the final dividend. Registrable transfers received up to 5.00 p.m. on 8 May 2025 will be entitled to the final dividend.

The final dividend, if approved by shareholders at the AGM, will be paid on 28 May 2025.

RESOLUTION 4a:

Upon re-election, Mr Moleonoto Tjang will continue as Executive Director and member of the Board. The appointment was recommended by the Nominating Committee and the Board has accepted the recommendation, after taking into consideration his requisite experience and capability, as well as his attendance, participation and contribution at the Board.

RESOLUTION 4b:

Upon re-election, Mr Suaimi Suriady will continue as Executive Director and member of the Board. The appointment was recommended by the Nominating Committee and the Board has accepted the recommendation, after taking into consideration his requisite experience and capability, as well as his attendance, participation and contribution at the Board.

RESOLUTION 4c:

Upon re-election, Mr Axton Salim will continue as members of the Board and Remuneration Committee. The appointment was recommended by the Nominating Committee and the Board has accepted the recommendation, after taking into consideration his requisite experience and capability, as well as his attendance, participation and contribution at the Board.

RESOLUTION 4d:

Upon re-election, Mr Philip Yeo Liat Kok will continue as Lead Independent Director, Chairmen of the Board, Nominating Committee and Remuneration Committee. The appointment was recommended by the Nominating Committee and the Board has accepted the recommendation, after taking into consideration his requisite experience and capability, as well as his attendance, participation and contribution at the Board.

RESOLUTION 4e:

Upon re-election, Mr David Sungkoro will continue as Independent Director of the Company, Chairman of the Audit & Risk Management Committee as well as a member of the Nominating Committee. The appointment was recommended by the Nominating Committee and the Board has accepted the recommendation, after taking into consideration his requisite experience and capability, as well as his attendance, participation and contribution at the Board.

RESOLUTION 4f:

Upon re-election, Mr Andreas Tan will continue as Independent Director of the Company, members of the Audit & Risk Management Committee, Remuneration and Nominating Committees. The appointment was recommended by the Nominating Committee and the Board has accepted the recommendation, after taking into consideration his requisite experience and capability, as well as his attendance, participation and contribution at the Board.

Detailed information on these six directors seeking re-election (including information as set out in Appendix 7.4.1 of the Listing Manual of the SGX-ST) can be found under “Board of Directors” and “Supplemental Information on Director Seeking Re-election at the 2025 AGM” in the Company’s Annual Report 2024.

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EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED:

RESOLUTION 6:

The ordinary resolution proposed in Resolution 6 above, if passed, will empower the directors of the Company from the date of the above Meeting until the next AGM, to issue shares and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding 50%, with a sub-limit (“Sub-Limit”) of 20% for issues other than on a pro-rata basis to all Shareholders, provided that the aggregate number of Shares which may be issued pursuant to Resolution 6 above shall not exceed 50% of the total number of issued shares in the capital of the Company (excluding treasury Shares and subsidiary holdings in each class) at the time that the Resolution is passed. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares in the capital of the Company (excluding treasury shares and subsidiary holdings) at the time that the Resolution 6 above is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time that the Resolution 6 is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares. This authority will, unless previously revoked or varied at a general meeting, expire at the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier.

Shareholders should note that presently, the controlling shareholders of the Company include First Pacific Company Limited and PT Indofood Sukses Makmur Tbk, which are listed on the Hong Kong Stock Exchange Limited and the Indonesia Stock Exchange (Bursa Efek Indonesia), respectively. Prior to any exercise of the authority conferred upon them by the ordinary resolution in Resolution 6 above, the directors of the Company intend to take into account, inter alia, any approval that may be required from any such controlling shareholders and/or their respective shareholders and/or from such stock exchanges.

For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the offering documents for the issue of shares and Instruments pursuant to such authority may NOT be despatched to Shareholders with registered addresses outside Singapore as at the applicable books closure date and who have not, by the stipulated period prior to the books closure date, provided to The Central Depository (Pte) Limited or the Share Registrar, as the case may be, with addresses in Singapore for the service of notices and documents.

RESOLUTION 7:

The ordinary resolution proposed in Resolution 7 above, if passed, will empower the directors of the Company to enter into Interested Person Transactions, more information of which is set out in the Addendum. Such authority will, unless revoked or varied by the Company in general meeting, continue in force until the next AGM of the Company and Shareholders’ approval will be sought for its renewal at every AGM of the Company.

RESOLUTION 8:

The ordinary resolution proposed in Resolution 8 above, if passed, will empower the directors of the Company to make purchases (whether by way of market purchases or off-market purchases on an equal access scheme) from time to time of up to 5% of the total number of issued Shares as at the date of the above Meeting at the price up to but not exceeding the Maximum Price (as defined in the Resolution). The rationale for the Share Purchase Mandate, the source of funds to be used for the Share Purchase Mandate, the impact of the Share Purchase Mandate on the Company’s financial position, the implications arising as a result of the Share Purchase Mandate under The Singapore Code on Takeovers and Mergers and on the listing of the Company’s Shares on the SGX-ST, as well as the number of Shares purchased by the Company in the previous twelve months are set out in the Addendum.

PERSONAL DATA PRIVACY:

By submitting an instrument appointing a proxy/proxies to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of proxy/ proxies for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.