JAWALA INC. — AGM Information 2025

Nov 5, 2025

==> picture [164 x 53] intentionally omitted <==

JAWALA INC. Company Registration No. LL13922

(Incorporated in Labuan)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ( “AGM” ) of Jawala Inc. ( “Company” ) will be convened and held at Rose Room I, York Hotel, 21 Mount Elizabeth, Singapore 228516 on Friday, 28 November 2025 at 2.00 p.m. , for the following purposes:-

As Ordinary Business

1.	To receive and adopt the Directors’ Statement and Audited Financial Statements of the Company for the f nancial year ended 31 July 2025, together with the Auditors’ Report	(Resolution 1)
	thereon.
2.	To re-elect Datuk Jema Anton Khan, a Director retiring pursuant to Article 98 of the Articles	(Resolution 2)
	of Association of the Company.
	[Explanatory Note (i)]
3.	To re-elect Mr Abdul Rahman Khan Bin Hakim Khan, a Director retiring pursuant to Article	(Resolution 3)
	98 of the Articles of Association of the Company.
	[Explanatory Note (ii)]
4.	To approve Directors’ fees of RM319,200 (equivalent to SGD96,727) payable by the Company for the f nancial year ending 31 July 2026, to be paid half yearly in arrears	(Resolution 4)
	(FY2025: RM321,600 (equivalent to SGD94,588)).
	[Explanatory Note (iii)]
5.	To re-appoint PKF-CAP LLP as auditors of the Company, and to authorise the Directors to f x their remuneration.	(Resolution 5)
	[Explanatory Note (iv)]
6.	To transact any other ordinary business that may properly be transacted at an annual
	general meeting.
As	Special Business

proposed as ordinary resolutions:-

1. Authority to Allot and Issue Shares

( Resolution 6 )

That, pursuant to Article 3 of the Articles of Association of the Company and Rule 806 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited ( “SGX-ST” ) ( “Catalist Rules” ), authority be given to the Directors of the Company to:-

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

1

• (ii) “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) 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 fi t; and

• (b) (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:-

• (1) the aggregate number of Shares to be issued under this resolution (including Shares to be issued in pursuance of the Instruments, made or granted under this Resolution) shall not exceed one hundred per cent (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares and convertible securities to be issued (including Shares to be issued in pursuance of Instruments made or granted under this Resolution) other than on a pro rata basis to existing shareholders of the Company shall not exceed fi fty per cent (50%) of the Company’s total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below);

• (2) (subject to such manner of calculation and adjustments 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 Instruments made or granted under this Resolution) that may be issued under sub-paragraph (1) above, the total number of issued Shares shall be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any), at the time of the passing of this Resolution, after adjusting for:-

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

• (b) new Shares arising from the exercise of share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed provided that 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

• (c) any subsequent bonus issue, consolidation or subdivision of Shares.

• (3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company for the time being; and

• (4) (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.

• [ Explanatory Note (v) ]

2

( Resolution 7 )

8. Authority to grant awards and issue shares under the Jawala Performance Share Plan

( “Awards” ) from time to time in accordance with the provisions of the Jawala Performance Share Plan ( “Plan” ), and to allot and issue from time to time such number of fully paid-up Shares as may be required to be issued pursuant to the vesting of Awards granted under the Plan, provided always that the aggregate number of Shares to be issued pursuant to the Plan, when added to the number of Shares issued and issuable under other share-based incentives schemes or share plans of the Company, if any, shall not exceed eight per cent (8%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company from time to time and that such authority 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.

[ Explanatory Note (vi) ]

9. Authority to grant options and issue shares under the Jawala Employee Share Option Scheme

( Resolution 8 )

That the Directors of the Company be and are hereby authorised:-

• (i) “Options” ) from time to time in accordance with the provisions of the Jawala Employee Share Option Scheme ( “Scheme” ); and

• (ii) to allot and issue from time to time such number of Shares in the capital of the Company as may be required to be issued under the exercise of the Options under the Scheme, provided always that the aggregate number of Shares to be issued under the Scheme shall not exceed eight per cent (8%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company from time to time, and that such authority 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.

[ Explanatory Note (vi) ]

By Order of the Board

Jason Chen Chew Pei Tsing Company Secretaries

Singapore 6 November 2025

3

Explanatory Notes:

• (i) Resolution 2 is to re-elect Datuk Jema Anton Khan ( “Datuk Jema” ) who will be retiring under Article 98 of the Articles of Association ( “Articles” ) of the Company.

Datuk Jema will, upon re-election as a Director, remain as Chairman and Non-Independent Non-Executive Director.

Detailed information of Datuk Jema (including information as set out in Appendix 7F of the Catalist Rules) can be found under “Board of Directors” and “Additional Information on Directors Seeking Re-election at the AGM” in the Company’s Annual Report.

• (ii) Resolution 3 is to re-elect Mr Abdul Rahman Khan Bin Hakim Khan ( “Mr Rahman” ) who will be retiring under Article 98 of the Articles.

Detailed information of Mr Rahman (including information as set out in Appendix 7F of the Catalist Rules) can be found under “Board of Directors” and “Additional Information on Directors Seeking Re-election at the AGM” in the Company’s Annual Report.

• (iii) incurred. The aggregate amount of Directors’ fees provided in the resolution is calculated based on the assumption that there are no changes in the number of Directors for the fi nancial year ending 31 July 2026 ( “FY2026” ). Should any Director hold offi ce for only part of FY2026 and not the whole of FY2026, the Directors’ fees payable to him/her will be appropriately pro-rated.

• (iv) Resolution 5 is to approve the re-appointment of PKF-CAP LLP as auditors of the Company, and to authorise the Directors to

• (v) Resolution 6, if passed, will empower the Directors, from the date of the annual general meeting until the date of the next annual general meeting of the Company, or the date which the next annual general meeting of the Company is required by law to be held, to issue Shares and/or Instruments convertible into Shares up to an aggregate number not exceeding 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any), of which up to 50% may be issued other than on a pro rata basis to existing shareholders of the Company.

• (vi) Resolutions 7 and 8, if passed, will empower the Directors to allot and issue Shares pursuant to the vesting of Awards and the exercise of Options under the Plan and Scheme, provided that the aggregate number of Shares to be issued pursuant to the Plan and Scheme, when added to the number of Shares issued and issuable under other share-based incentives schemes or share plans of the Company, shall not exceed 8% of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company from time to time.

Important Notes :

1. The AGM will be held, in a wholly physical format, at Rose Room I, York Hotel, 21 Mount Elizabeth, Singapore 228516 on Friday, 28 November 2025 at 2.00 p.m. There will be no option for Shareholders to participate virtually .

2. The Company’s Annual Report for the financial year ended 31 July 2025, Sustainability Report, Notice of AGM and the accompanying proxy form will be published on the Company’s website at https://jawalainc.com/2025-annual-general-meeting/ and/or the SGX website at https://www.sgx.com/securities/company-announcements. Printed copies of this Notice of AGM and the accompanying Proxy Form will be sent to members via post. Printed copies of the Annual Report will not be sent to members.

A member who wishes to obtain a printed copy of the Annual Report and receive it prior to the AGM should request the same via email to srs.requestform@boardroomlimited.com or by completing the Request Form which was sent to you on 6 November 2025 together with the printed copies of this Notice of AGM and Proxy Form. Completed Request Form should be mailed to the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., no later than 5.00 p.m., on Monday, 17 November 2025 .

3. A Shareholder (whether individual or corporate) may vote live at the AGM or may appoint a proxy, including the Chairman of the AGM, to attend, speak and vote on his/her/its behalf at the AGM if such Shareholder wishes to exercise his/her/its voting rights at the AGM .

The Proxy Form for the AGM will be sent to members via post and may be accessed at the Company’s website at https://jawalainc.com/2025-annual-general-meeting/ and/or the SGXNet at https://www.sgx.com/securities/company-announcements. Where a Shareholder (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it must give specifi c instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of proxy for that resolution will be treated as invalid. In addition, if no specifi c direction as to voting is given for the individual(s) named in the proxy form, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the AGM or at any adjournment thereof.

the AGM.

4

1. A member who is not a *relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member’s Proxy Form appoints more than one (1) proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the instrument. If no such proportion or number is specifi ed, the fi rst named proxy shall be deemed to represent 100% of his/her shareholding and the second named proxy shall be

2. Investors who hold their shares through *relevant intermediaries (including CPF members or SRS investors):

3. (a) may vote at the AGM if they are appointed as proxies by their respective relevant intermediaries and should contact their respective relevant intermediaries (including their respective CPF agent banks or SRS operators) if they have any queries regarding their appointment as proxies; or

4. (b) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM, in which case they should approach their respective relevant intermediaries (including their respective CPF agent banks or SRS operators) to submit their votes by 5.00 p.m. (Singapore time) on Tuesday, 18 November 2025 in order to allow suffi cient time for their respective relevant intermediaries to submit a Proxy Form to vote on their behalf by the cut-off date.

5. Shareholders or their appointed proxy (other than the Chairman of the AGM) may speak and raise questions at the AGM. Shareholders of the Company (including CPF and SRS investors) are also encouraged to submit questions related to the resolutions to be tabled for approval at the AGM to the Chairman of the AGM, in advance of the AGM in the following manner no later than 5.00 p.m., on Monday, 17 November 2025 :

6. (a) by email, to the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at srs.teamE@boardroomlimited.com ; or

7. (b) by post, be deposited with the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632.

8. Shareholders who submit questions via email or by post to the Company must provide the following information:

9. (a) the Shareholder’s full name;

10. (b)

11. (c) the Shareholder’s contact number and email address; and

12. (d) the number and manner in which the Shareholder holds shares in the Company (e.g. via CDP, CPF or SRS).

13. The Company will endeavour to address the substantial and relevant questions received from Shareholders in advance of the AGM by publishing its responses on SGXNet and the Company’s website at https://jawalainc.com/2025-annual-general-meeting/ , by Friday, 21 November 2025 .

14. The Company’s responses to other questions addressed during the AGM, or follow-up questions on substantial and relevant questions received prior to the AGM will be published on SGXNet and the Company’s corporate website at https://jawalainc.com/2025-annual-general-meeting/ , together with the minutes of the AGM within one (1) month after the date of the AGM.

15. A proxy, including the Chairman of the AGM, need not be a Shareholder of the Company.

16. The Proxy Form must be submitted through any one of the following means:

17. (a) by depositing a physical copy at the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or

18. (b) by sending a copy of the completed and executed Proxy Form via email to the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at srs.proxy@boardroomlimited.com ,

19. in each case, no later than 2.00 p.m., on 25 November 2025 (being not less than seventy-two (72) hours before the time fi xed for the AGM).

20. In the case of submission of the Proxy Form, the Proxy Form must be executed under the hand of the appointor or of his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be executed under its common seal or under the hand of its offi cer or attorney duly authorised. Where the Proxy Form is signed on behalf of the appointor by an attorney, the power of attorney (or other authority) or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.

21. The Company shall be entitled to reject the Proxy Form if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed in the Proxy Form.

22. In the case of a Shareholder of the Company whose shares are entered against his/her name in the Depository Register, the Company may reject any Proxy Form if the Shareholder, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM, as certifi ed by The Central Depository (Pte) Limited to the Company.

5

• A relevant intermediary is:

• (a) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

• (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or

• (c) the Central Provident Fund Board (“ CPF Board ”) established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

Personal data privacy:

By submitting an instrument appointing proxy(ies) and/or representative 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(ies) and/or representative of 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, regulations and/or guidelines.

6