THIS CIRCULAR TO SHAREHOLDERS OF KIA LIM BERHAD ("KIA LIM" OR THE "COMPANY") IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

KIA LIM BERHAD

(Registration No. 199501013667 (342868-P))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE:-

(I) PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") ("SCHEME") INVOLVING UP TO 15% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) FOR ELIGIBLE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES ("PROPOSED ESOS"); AND
(II) PROPOSED SPECIFIC ALLOCATIONS OF SUCH NUMBER OF ESOS OPTIONS, REPRESENTING UP TO 80% OF THE TOTAL NUMBER OF ESOS OPTIONS, TO SELECTED DIRECTORS AND ELIGIBLE EMPLOYEES WHO ARE PERSONS CONNECTED TO THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR CHIEF EXECUTIVE OF THE COMPANY ("PROPOSED ALLOCATIONS")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal Adviser

BERJAYA

Berjaya Securities

BERJAYA SECURITIES SDN BHD

(formerly known as Inter-Pacific Securities Sdn Bhd)

Registration No. 197201001092 (12738-U)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting of the Company ("EGM") and the Form of Proxy are enclosed in this Circular. As a shareholder, you can appoint a proxy or proxies to attend and vote on your behalf. If you decide to appoint a proxy or proxies for the EGM, you must complete, sign and return the Form of Proxy and deposit it at the registered office of KIA LIM, Boardroom Corporate Services Sdn Bhd, at Suite 9D, Level 9, Menara Ansar, 65, Jalan Trus, 80888 IIBD, Johor on or before the time and date indicated below or at any adjournment thereof if you are not able to attend the EGM. The completion and lodging of the Form of Proxy shall not preclude you from attending and voting in person at the EGM should you subsequently wish to do so and in such an event, your Form of Proxy shall be deemed to have been revoked.

Last day, date and time for lodging the Form of Proxy: Tuesday, 26 May 2026 at 1.00 p.m.

Day, date and time of the EGM: Thursday, 28 May 2026 at 1.00 p.m. or immediately upon the conclusion or adjournment (as the case may be) of the 31st Annual General Meeting of KIA LIM (which will be held at the same venue on the same day at 12.00 p.m.), whichever is later

Venue of the EGM: The Katerina Hotel, 8, Jalan Zabedah, 83000 Batu Pahat, Johor Darul Takzim

This Circular is dated 13 May 2026

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-

Act
Companies Act 2016, as amended from time to time and any re-enactment thereof
Berjaya Securities or Principal Adviser
Berjaya Securities Sdn Bhd (formerly known as Inter-Pacific Securities Sdn Bhd)
Board
Board of Directors of the Company
Bursa Depository
Bursa Malaysia Depository Sdn Bhd
Bursa Securities
Bursa Malaysia Securities Berhad
By-Laws
The by-laws governing the ESOS as may be modified, amended, varied or supplemented from time to time in accordance with the provisions of the same, a draft of which is appended in Appendix I of this Circular
Circular
This circular to the Shareholders in relation to the Proposed ESOS
CMSA
Capital Markets and Services Act, 2007
Date of Offer
The date of the Offer made by the ESOS Committee to an Eligible Person to participate in the Scheme in the manner provided in the By-Laws
Directors
The directors of the Company, and shall have the meaning given in subsection 2(1) of the CMSA
Effective Date
The date on which the Scheme shall take effect following full compliance with all relevant requirements prescribed under the Listing Requirements
EGM
Extraordinary general meeting
Eligible Directors
Directors who fulfil the eligibility criteria for participation in the Scheme as set out in the By-Laws
Eligible Employees
Employees who fulfil the eligibility criteria for participation in the Scheme as set out in the By-Laws
Eligible Persons
Collectively, the Eligible Directors and the Eligible Employees
EPS
Earnings per Share
ESOS or Scheme
Employees' share option scheme for the granting of the ESOS Options to the Eligible Persons to subscribe for new Shares upon the terms as set out in the By-Laws
ESOS Committee
The committee to be duly appointed and authorised by the Board from time to time to administer the Scheme in accordance with the By-Laws, comprising such number of Directors and/or persons identified and appointed from time to time by the Board
ESOS Options
The right of a Grantee to subscribe for new Shares, during the Option Period, at the Exercise Price pursuant to an Offer duly accepted by the Grantee

DEFINITIONS (CONT'D)

Exercise Price
- The price at which a Grantee shall be entitled to subscribe for each new Share from the Company upon the exercise of the ESOS Options, as initially determined and as set out in the Offer and may be adjusted in accordance with the provisions of the By-Laws

FYE
- Financial year ended

Grantee
- Any Eligible Person who has accepted an Offer in the manner provided in the By-Laws

Interested Person
- A director, major shareholder or chief executive of the Company or a holding company of the Company

KIA LIM or Company
- Kia Lim Berhad

KIA LIM Group or Group
- Collectively, the Company and its subsidiaries

KIA LIM Shares or Shares
- Ordinary shares in the Company

Listing Requirements
- Main Market Listing Requirements of Bursa Securities including any amendments made thereto from time to time

LPD
- 30 April 2026, being the latest practicable date prior to the printing of this Circular

Major Shareholder(s)
- Pursuant to Paragraph 1.01 of the Listing Requirements, a person who has an interest or interests in one or more voting shares in the Company and the number or aggregate number of those shares, is:-
(i) 10% or more of the total number of voting shares in the Company; or
(ii) 5% or more of the total number of voting shares in the Company where such person is the largest shareholder of the Company.

For the purposes of this definition, “interest” shall have the meaning of “interest in shares” given in Section 8 of the Act.

Market Day
- Any day on which Bursa Securities is open for trading in securities, which may include a Surprise Holiday

Maximum Shares
- Maximum number of new Shares that may be granted under the Scheme and shall not in aggregate exceed 15% of the total number of issued shares of the Company at any point of time during the duration of the Scheme

MFRS 2
- Malaysian Financial Reporting Standards 2

NA
- Net assets

Offer
- Written offer of ESOS Options at the discretion of the ESOS Committee, to an Eligible Person from time to time within the duration of the Scheme

Option Period
- The period commencing from the date an Offer is accepted by a Grantee and expiring on the last day of the duration of the Scheme or such other date as may be stipulated by the ESOS Committee in the Offer or upon the date of termination of the Scheme whichever is the earlier

DEFINITIONS (CONT'D)

Proposed ESOS

Proposed establishment of the ESOS involving up to 15% of the total number of issued Shares (excluding treasury shares, if any) of the Company

Proposed Allocations

Proposed specific allocations of such number of ESOS Options, representing up to 80% of the total number of ESOS Options, to selected Directors and Eligible Employees who are persons connected to the Directors, Major Shareholders and/or chief executive of the Company as disclosed in Section 2.14 of this Circular

Record of Depositors

A record of securities holders established and maintained by Bursa Depository under the Rules of Bursa Depository

RM and sen

Ringgit Malaysia and sen respectively

Rules of Bursa Depository

Rules of Bursa Depository as issued pursuant to the Securities Industry (Central Depositories) Act, 1991 including any amendments thereof issued by Bursa Depository from time to time, including the Securities Industry (Central Depositories) Amendment Act, 1998

Shareholders

Registered holders of the Shares

Surprise Holiday

A day that is declared as a public holiday in the Federal Territory of Kuala Lumpur that has not been gazetted as a public holiday at the beginning of the calendar year

VWAP

Volume-weighted average market price

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise specified. All references to "you" in this Circular are to the Shareholders.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.

Certain statements in this Circular may be forward-looking in nature, which are subject to uncertainties and contingencies. Forward-looking statements may contain estimates and assumptions made by the Board after due enquiry, which are nevertheless subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in such forward-looking statements. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Circular should not be regarded as a representation or warranty that the Company's plans and objectives will be achieved.

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TABLE OF CONTENTS

LETTER FROM THE BOARD TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED ESOS CONTAINING:-

LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED ESOS CONTAINING:

INTRODUCTION 1
DETAILS OF THE PROPOSED ESOS 2
RATIONALE FOR THE PROPOSED ESOS 9
EFFECTS OF THE PROPOSED ESOS 10
TENTATIVE TIMELINE 11
APPROVALS REQUIRED AND CONDITIONALITY 11
CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 12
INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE OF THE COMPANY AND/OR PERSONS CONNECTED TO THEM 12
BOARD'S RECOMMENDATION 16
EGM 16
FURTHER INFORMATION 17

APPENDIX I DRAFT BY-LAWS 18

APPENDIX II FURTHER INFORMATION 51

NOTICE OF EGM ENCLOSED

FORM OF PROXY ENCLOSED

ADMINISTRATIVE GUIDE FOR THE EGM ENCLOSED

KIACIMET

KIA LIM BERHAD

(Registration No. 199501013667 (342868-P))

(Incorporated in Malaysia)

Registered Office:

Suite 9D, Level 9

Menara Ansar

65, Jalan Trus

80888 IIBD

Johor Darul Takzim

13 May 2026

Board of Directors

Loh Chee Kan (Non-Independent Non-Executive Chairman)

Ng Chin Kang (Executive Director)

Ng Hwe Cheng (Executive Director)

Sam Ming Chia (Independent Non-Executive Director)

Haryanti Binti Othman (Independent Non-Executive Director)

Trevor Lawrence Richards (Independent Non-Executive Director)

To: The Shareholders

Dear Sir / Madam,

(I) PROPOSED ESOS; AND
(II) PROPOSED ALLOCATIONS

1. INTRODUCTION

On 24 April 2026, Berjaya Securities had, on behalf of the Board, announced that the Company proposed to undertake the Proposed ESOS.

On 5 May 2026, Berjaya Securities had, on behalf of the Board, announced that Bursa Securities had, vide its letter dated 5 May 2026, resolved to approve the listing and quotation of such number of new Shares, representing up to 15% of the total number of issued Shares (excluding treasury shares, if any) to be issued pursuant to the Proposed ESOS.

The approval of Bursa Securities for the above is subject to the conditions as set out in Section 6 of this Circular.

THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH RELEVANT INFORMATION ON THE PROPOSED ESOS AND PROPOSED ALLOCATIONS AS WELL AS TO SET OUT THE VIEWS AND RECOMMENDATION OF THE BOARD AS WELL AS TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSED ESOS AND PROPOSED ALLOCATIONS WHICH WILL BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR.

YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH ITS APPENDICES BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSED ESOS AND PROPOSED ALLOCATIONS TO BE TABLED AT THE FORTHCOMING EGM.

2. DETAILS OF THE PROPOSED ESOS

The Company proposes to establish and implement the Proposed ESOS, which entails the granting of ESOS Options to the Eligible Persons as set out in the By-Laws. The ESOS Options granted under the Scheme shall entitle the Eligible Persons to subscribe for new Shares at the Exercise Price to be determined at a later date.

For the avoidance of doubt, the Eligible Persons shall include the non-executive directors of the Group (excluding dormant subsidiaries, if any).

The Scheme will be administered by the ESOS Committee. The ESOS Committee will have the absolute discretion in administering the Scheme. Any liberty, power or discretion which may be exercised or any decision or determination which may be made by the ESOS Committee pursuant to the By-Laws may be exercised in the ESOS Committee's sole and absolute discretion having regard to the terms of reference which the Board may establish to regulate and govern the ESOS Committee's functions and responsibilities.

2.1 Maximum number of Shares available under the Scheme

The aggregate maximum number of new Shares which may be made available under the Scheme shall not exceed the Maximum Shares at any point of time during the duration of the Scheme.

Notwithstanding the above or any other provision contained in the By-Laws, in the event that the number of new Shares to be issued pursuant to the exercise of the ESOS Options granted under the Scheme exceeds the Maximum Shares as a result of the Company purchasing, cancelling and/or reducing its own Shares in accordance with the Act, or the Company undertaking any other corporate proposal and thereby diminishing the total number of issued Shares, then such ESOS Options granted prior to the adjustment of such total number of issued Shares (excluding treasury shares, if any) shall remain valid and exercisable in accordance with the provisions of the By-Laws.

However, in such a situation, the ESOS Committee shall not make any further Offers until the total number of new Shares to be issued pursuant to the exercise of the ESOS Options granted (including those Shares which have been issued under the Scheme) under the Proposed ESOS falls below the Maximum Shares at any point of time over the duration of the Scheme after such adjustment.

It should be noted that even if the Maximum Shares (vide the ESOS Options) are granted to the Eligible Persons, the actual number of new Shares to be issued pursuant to the exercise of the ESOS Options may be lesser in view that not all Grantees under the Scheme will exercise their ESOS Options in full or at all.

2.2 Basis of allotment and maximum allowable allocation of new Shares

Subject to the Maximum Shares and any adjustments which may be made under the By-Laws, the aggregate maximum number of the ESOS Options that may be allocated to an Eligible Person shall be determined entirely at the sole and absolute discretion of the ESOS Committee.

The ESOS Committee will comprise Directors and/or other persons identified and appointed from time to time by the Board. At this juncture the composition of the ESOS Committee has yet to be decided by the Board.

The aggregate maximum number of the ESOS Options shall be allocated after taking into consideration, amongst others, the Eligible Person's performance, targets, position, annual apprised performance, seniority and length of service, contribution, category or grade of employment and potential contribution to the continued success of the Group and/or such other factors that the ESOS Committee may deem relevant, subject to the following conditions:-

(i) the total number of new Shares to be issued under the Proposed ESOS shall not exceed the Maximum Shares as stipulated under Section 2.1 of this Circular;

(ii) the Eligible Directors and senior management of the Group do not participate in the deliberation or discussion of their own allocation of the ESOS Options as well as allocation to persons connected to them, if any;

(iii) the number of new Shares to be allocated to any Eligible Person who, either singly or collectively through persons connected to such Eligible Person, holds 20% or more of the total number of issued Shares (excluding treasury shares, if any), shall not exceed 10% (or such other percentage as may be permitted by Bursa Securities or any other relevant authorities from time to time) of the total number of new Shares to be issued under the Scheme; and

(iv) not more than 80% of the ESOS Options available under the Scheme shall be allocated, in aggregate, to the Eligible Directors and senior management personnel of the Group (excluding dormant subsidiaries, if any),

provided always that it is in accordance with any prevailing requirements issued by Bursa Securities, including the Listing Requirements or any other requirements of the relevant authorities as amended from time to time.

For the avoidance of doubt, the ESOS Committee shall have the sole and absolute discretion in determining whether the ESOS Options are to be allocated and granted to the Eligible Persons via:-

(i) 1 single Offer at a time determined by the ESOS Committee; or

(ii) several Offers, where the vesting of the ESOS Options comprised in those Offers is staggered or made in several tranches at such times and on such terms and conditions as may be determined by the ESOS Committee,

provided always that the aggregate number of new Shares in respect of the Offers granted to any Eligible Person shall not exceed the amount stipulated in Section 2.1 above and Section 2.2 of this Circular.

The ESOS Committee also has the discretion to determine, amongst others:-

(i) whether or not to stagger the Offer over the duration of the Scheme and each Offer shall be separate and independent from the others;

(ii) the number of ESOS Options to be offered in each Offer;

(iii) whether or not the ESOS Options are subject to any vesting period and if so, the vesting conditions and whether such vesting is subject to performance target; and

(iv) such other terms and conditions as it shall deem fit and appropriate to be imposed for the participation in the Scheme.

For information, no performance target and/or vesting period has been set for the allocation of the ESOS Options at this juncture. Notwithstanding this, the ESOS Committee may from time to time at its own discretion decide on the performance targets and/or vesting period.

2.3 Eligibility to participate in the Proposed ESOS

Only Eligible Persons who fulfill the following criteria on the Date of Offer shall be eligible to participate in the Scheme:-

(i) in respect of an employee of the Group, the employee must fulfil the following criteria as at the Date of Offer:-

(a) he/she shall have attained the age of 18 years on the Date of Offer and is neither an undischarged bankrupt nor subject to any bankruptcy proceedings;

(b) is an employee:-

(aa) of any company within the Group (which is not dormant), whose employment has been confirmed in service by the relevant company within the Group (which is not dormant) on the Date of Offer; or

(bb) under an employment contract for fixed duration and has been in the employment of any company in the Group for such period as may be determined by the ESOS Committee; or

(cc) remains an employee of the Group and has not given any notice of resignation or received a notice of termination or has otherwise ceased or had his/her employment terminated;

(c) such employee falls within any other eligibility criteria that may be determined by the ESOS Committee from time to time at its sole discretion, whose decision shall be final and binding;

(ii) in respect of an Eligible Director, the Eligible Director must fulfil the following criteria as at the Date of Offer:-

(a) he/she shall have attained the age of 18 years on the Date of Offer and is neither an undischarged bankrupt nor subject to any bankruptcy proceedings;

(b) he/she has been appointed as a director to the board of directors of any company of the Group which is not dormant and has not served a notice of resignation or be removed as a director of the relevant company within the Group; and

(c) such director fulfils any other criteria as may be determined by the ESOS Committee from time to time at its sole discretion, whose decision shall be final and binding;

(iii) in respect of an Interested Person or a person connected to them, the specific allocation of ESOS Options granted under the Proposed ESOS must have been approved by the Shareholders at a general meeting; and

(iv) if an employee is employed by a company which is acquired by the Group during the duration of the Scheme and becomes a subsidiary whether directly or indirectly held by the Company upon such acquisition, the employee will be eligible to participate in the Proposed ESOS if the said employee becomes an Eligible Person within the meaning of the By-Laws.

The Eligible Person must fulfil any other criteria and/or fall within such category/designation of employment as may be determined by the ESOS Committee from time to time at its sole discretion, whose decision shall be final and binding.

Eligibility under the Scheme does not confer upon the Eligible Person a claim or right to participate in or any rights whatsoever under the Scheme and an Eligible Person does not acquire or have any rights over or in connection with the ESOS Options unless an Offer has been made by the ESOS Committee to the Eligible Person and the Eligible Person has accepted the Offer in accordance with the terms of the By-Laws.

2.4 Duration of the Proposed ESOS

Pursuant to the By-Laws, the Proposed ESOS shall be in force for a period of 5 years commencing from the Effective Date subject however to any extension of the Scheme as provided under the By-Laws.

On or before the expiry of such 5 years of the Scheme, the Board shall have the discretion, without having to obtain approval of the Shareholders, to extend the duration of the Scheme, provided that the initial period of the Scheme and such extension of the Scheme made pursuant to the By-Laws shall not in aggregate exceed a period of 10 years from the Effective Date or such longer period as may be permitted by Bursa Securities or any other relevant authorities from time to time.

For the avoidance of doubt, no further sanction, approval or authorisation of the shareholders of the Company in a general meeting is required for such extension or renewal. In the event that the Proposed ESOS is extended in accordance with the provision of the By-Laws, the ESOS Committee shall furnish a written notification to all Grantees.

2.5 Termination

The Proposed ESOS may be terminated by the ESOS Committee at any time before its expiry provided that the Company shall make an announcement immediately through Bursa Securities.

In the event of termination of the Proposed ESOS, the following provisions shall apply:

(i) no further Offer shall be made by the ESOS Committee from the effective date of termination of the Proposed ESOS ("Termination Date");

(ii) all Offers which have yet to be accepted by the Eligible Person(s) shall automatically lapse on the Termination Date; and

(iii) all outstanding ESOS Options which have yet to be exercised by the Grantees and/or vested (if applicable) shall be automatically terminated on the Termination Date.

Pursuant to the By-Laws, approval or consent of Shareholders by ways of a resolution in a general meeting and written consent of the Grantees who have yet to exercise their ESOS Options are not required to effect the termination of the Proposed ESOS, unless otherwise required by the Listing Requirements and/or other applicable laws.

2.6 Exercise of ESOS Options

Subject to the By-Laws, a Grantee shall be allowed to exercise the ESOS Options granted to him/her either in whole or part in multiples of 100 Shares as the Grantee may be entitled under the ESOS Options at any time during the Option Period whilst he/she is in the employment of any company within the Group.

There will be no restrictions to the Grantee on the percentage of ESOS Options exercisable by him/her during the Option Period. Notwithstanding this, the ESOS Committee may from time to time at its own discretion decide on whether the ESOS Options are subject to any vesting period and if so, the vesting conditions and whether such vesting is subject to performance target.

2.7 Exercise Price

Subject to any adjustments that may be made in accordance with the By-Laws, the Exercise Price shall be based on a price to be determined by the Board upon recommendation of the ESOS Committee based on the 5-day VWAP of the Shares immediately preceding the Date of Offer with a discount of not more than 10% or such other percentage of discount as may be permitted by Bursa Securities during the duration of the Scheme. The Exercise Price as determined by the ESOS Committee shall be conclusive and binding on the Grantees.

2.8 Ranking of the new Shares to be issued pursuant to the exercise of the ESOS Options

The new Shares to be allotted and issued arising from the exercise of the ESOS Options will be subject to the provisions of the constitution of the Company and shall, upon allotment and issuance, rank equally in all respects with the then existing issued Shares, save and except that the holders of such new Shares shall not be entitled to any dividends, rights, allotments and/or any other form of distributions that may be declared, made or paid to Shareholders, the entitlement date of which is prior to the date of allotment and issuance of such new Shares.

2.9 Listing of the new Shares

Bursa Securities had on 5 May 2026 approved the listing of and quotation for the new Shares to be issued arising from the exercise of the ESOS Options on the Main Market of Bursa Securities.

2.10 Retention period

The new Shares to be allotted and issued to a Grantee pursuant to the exercise of a ESOS Option under the Proposed ESOS will not be subject to any retention period or restriction on transfer, disposal and/or assignment, unless otherwise stated in the Offer as may be determined by the ESOS Committee from time to time at its discretion. The Grantees are encouraged to hold the new Shares as an investment rather than for any speculative purposes and/or for the realisation of any immediate gain.

Notwithstanding the above, pursuant to Paragraph 8.20 of the Listing Requirements, a Grantee who is a non-executive director of any company within the Group (excluding dormant subsidiaries, if any) must not sell, transfer or assign his/her Shares obtained through the exercise of ESOS Options offered to him/her pursuant to the Proposed ESOS within 1 year from the Date of Offer of such ESOS Options or such period as may be prescribed by Bursa Securities.

2.11 Alteration of share capital during the Option Period

Subject to the By-Laws, in the event of any alteration in the capital structure of the Company during the duration of the Scheme, whether by way of rights issue, bonus issue or other capitalisation issue, consolidation or subdivision of Shares or reduction or any other alteration in the capital structure of the Company, the ESOS Committee shall have the discretion and accordingly assess the practicality of complying with the requirement to cause such corresponding adjustments (if any) to be made to:-

(a) the Exercise Price; and/or
(b) the number of ESOS Options granted to each Grantee (excluding the ESOS Options already exercised).

Such adjustments must be confirmed in writing by the external auditors or reporting accountants of the Company or its principal advisers, to be in their opinion, fair and reasonable.

2.12 Modification, variation and/or amendment to the Scheme

Subject to the compliance with the Listing Requirements, the ESOS Committee may from time to time recommend to the Board any modifications, variation and/or amendments to the By-Laws as it shall at its discretion deem fit and the Board shall have the power by resolution to make any modification, variation and/or amendment to the By-Laws upon such recommendation and subject to the Company submitting the amended By-Laws and a letter of compliance to Bursa Securities each time any modification, variation and/or amendment is made, that the said modification, variation and/or amendment is in compliance with the Listing Requirements and the Rules of Bursa Depository.

Subject to the By-Laws, the approval of the Shareholders in a general meeting shall not be required for the modifications, variation and/or amendments to the By-Laws provided that no modifications, variation and/or amendments to the By-Laws will:-

(i) prejudice any rights which would have accrued to any Grantee without the prior consent or sanction of that Grantee; or
(ii) increase the number of Shares available under the Proposed ESOS beyond the maximum set out in Section 2.1 of this Circular; or
(iii) alter any matter which are required to be contained in the By-Laws by virtue of the Listing Requirements to the advantage of the Eligible Person and/or Grantee.

2.13 Utilisation of proceeds from the exercise of the ESOS Options

The proceeds arising from the exercise of the ESOS Options will depend on, amongst others, the number of ESOS Options granted and exercised at the relevant point in time as well as the Exercise Price. As such, the actual amount of proceeds arising from the exercise of the ESOS Options as well as the timeframe for the utilisation of proceeds could not be determined at this juncture.

Nevertheless, the Company intends to utilise the proceeds arising from the exercise of the ESOS Options as working capital for the Group which commensurate with the business operations of the Group. The working capital raised from the exercise of the ESOS Options will be utilised to finance the Group's day-to-day operations including the payment of staff salaries as well as defrayment of operational and administrative expenses (e.g., audit fees, secretarial fees, utilities and other miscellaneous expenses). The actual utilisation breakdown cannot be determined at this juncture as it will depend on, amongst others, the actual proceeds to be raised from the exercise of the ESOS Options as well as the working capital requirements of the Group at the relevant time.

Pending the utilisation of proceeds from the exercise of the ESOS Options, such proceeds shall be placed in interest-bearing deposits with licensed financial institutions and/or invested in short-term money market instruments, as the Board may deem fit. Any interests derived from the deposits with licensed financial institutions and/or gains derived from the short-term money market instruments will be used as the Group's working capital in the manner as mentioned above.

2.14 Details of the Proposed Allocations

Pursuant to subparagraph 6.06(1) of the Listing Requirements, the Company must not issue any Shares or other convertible securities to the Directors, major Shareholders, chief executive of the Company or persons connected with them unless the Shareholders have approved the specific allotment to be made to them in a general meeting.

Accordingly, the Company proposes to seek the approval of the Shareholders at the Company's forthcoming EGM for the proposed specific allocations of such number of ESOS Options, representing up to 80% of the total number of ESOS Options, to the following persons ("Proposed Allocations"):

Name	Designation
Directors
Loh Chee Kan
Ng Chin Kang
Ng Hwe Cheng
Sam Ming Chia
Haryanti Binti Othman
Trevor Lawrence Richards	Non-Independent Non-Executive Chairman
Executive Director
Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Eligible Employees who are to be allocated with ESOS Options and are persons connected to the Directors and/or Major Shareholders
Ng Cheng Yew
Ng Cheng Leong
Ng Cheng Woon
Lim Ling Yee	General Manager
Group Business Development Manager
Investor Relation Officer
Corporate Secretary

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RATIONALE FOR THE PROPOSED ESOS

The Proposed ESOS is established primarily to achieve the following objectives:-

(i) to drive and motivate the Eligible Persons to work towards achieving the Group's goals and objectives;

(ii) to reward the Eligible Persons in recognition of their accumulated contribution to the operations and continued growth of the Group;

(iii) to retain the Eligible Persons by giving the Eligible Persons a sense of ownership, loyalty and belonging to the Group by enabling them to participate directly in the equity of the Company and thereby provides an incentive for the Eligible Persons to participate in the future growth of the Group and motivate them towards better performance through greater productivity and loyalty;

(iv) to align the interests of the Eligible Persons, including management personnel of the Group, with the interests of the shareholders via direct participation in the equity of the Company; and

(v) to make the Eligible Persons' remuneration scheme of the Group more competitive to attract more skilled and experienced individuals to join the Group and contribute to its continued growth and profitability.

The ESOS is also extended to the eligible non-executive Directors of the Group (excluding dormant subsidiaries) for the following reasons:-

(i) to recognise the contributions and efforts made by the non-executive Directors as they play an important role in the business performance of the Group; and

(ii) their participation in the equity of the Company is expected to enhance their level of commitment and contribution as well as to enable the Company to attract and retain capable individuals to act as non-executive Directors of the Company, who will assist in the overall strategic decisions and directions of the Group.

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4. EFFECTS OF THE PROPOSED ESOS

4.1 Share capital

The Proposed ESOS is not expected to have an immediate effect on the Company's share capital until such time when the ESOS Options granted under the Proposed ESOS are exercised. The Company's share capital will increase progressively depending on the number of new Shares to be issued upon the exercise of the ESOS Options under the Scheme.

As at the LPD, the Company does not hold any treasury shares. For illustration, assuming the Maximum Shares made available under the Scheme are fully issued to the Eligible Persons upon the exercise of ESOS Options under the Scheme, the pro forma effects of the Proposed ESOS on the issued share capital of the Company are as follows:

	No. of Shares	Share capital (RM'000)
Issued share capital as at the LPD	61,937,451	69,221
To be issued pursuant to the Proposed ESOS	(1)9,290,000	(2)2,888
Issued share capital after the Proposed ESOS	71,227,451	72,109

Notes:-

(1) Assuming a total of 9,290,000 ESOS Options (based on 15% of the total number of issued Shares and rounded down to the nearest 1,000 Shares) are fully granted and exercised into new Shares.

(2) Based on an illustrative Exercise Price of RM0.3109 per ESOS Option (based on 10% discount to the 5-day VWAP of the Shares up to and including the LPD of RM0.3454).

4.2 NA and gearing

The Proposed ESOS is not expected to have an immediate effect on the NA and gearing of the Group until such time when the ESOS Options granted under the Proposed ESOS are exercised. Any potential effects on the NA and gearing of the Group will depend on the number of new Shares to be issued upon the exercise of the ESOS Options under the Scheme.

For illustrative purposes, upon exercise of the ESOS Options under the Proposed ESOS, the NA per Share is expected to:-

(i) increase if the Exercise Price is higher than the NA per Share; or

(ii) decrease if the Exercise Price is lower than the NA per Share,

at such point of exercise of the ESOS Options.

4.3 Earnings and EPS

Apart from the estimated expenses to be incurred for the Proposed ESOS of RM0.15 million, the Proposed ESOS is not expected to have any immediate effect on the earnings and EPS of the Group until such time when the ESOS Options are granted and exercised.

Any potential effect on the earnings and EPS of the Group in the future will depend on the number of ESOS Options granted and exercised, the Exercise Price and the non-cash expenses arising from the granting of the ESOS Options under MFRS 2.

The quantum of such impact cannot be determined at this juncture as it will be measured at the date of granting the ESOS Options and recognised as an expense in the profit or loss account of the Group over the vesting period of such ESOS Options. However, it should be noted that the estimated cost does not represent a cash outflow by the Group as it is merely an accounting treatment.

The Board takes note of the potential impact of MFRS 2 on the Group's future earnings and shall take into consideration such impact in the allocation and granting of ESOS Options to the Eligible Persons.

4.4 Substantial Shareholder's shareholdings

The Proposed ESOS is not expected to have any immediate effect on the substantial Shareholders' shareholdings in the Company until and unless new Shares are issued pursuant to the exercise of the ESOS Options. Any potential effect on the substantial Shareholders' shareholdings in the Company would depend on the number of new Shares to be issued upon the exercise of the ESOS Options at the relevant point in time.

4.5 Convertible securities

As at the LPD, the Company does not have any other outstanding convertible securities.

5. TENTATIVE TIMELINE

Subject to all relevant approvals being obtained, the Proposed ESOS is expected to be completed by the 2nd quarter of 2026. The tentative timetable in relation to the implementation of the Proposed ESOS is as follows:-

Date	Events
28 May 2026	EGM for the Proposed ESOS
May / June 2026	Establishment of the Proposed ESOS

6. APPROVALS REQUIRED AND CONDITIONALITY

The Proposed ESOS is subject to approvals being obtained from the following:-

(i) Bursa Securities for the listing and quotation of such number of new Shares, representing up to 15% of the total number of issued Shares (excluding treasury shares, if any) to be issued pursuant to the Proposed ESOS.

The approval of Bursa Securities for the above was obtained via its letter dated 5 May 2026, subject to the following conditions:-

No.	Condition	Status of compliance
(a)	KIA LIM and Berjaya Securities must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed ESOS;	To be complied.

No.	Condition	Status of compliance
(b)	KIA LIM is required to submit a confirmation to Bursa Securities of full compliance of the Proposed ESOS pursuant to Paragraph 6.43(1) of the Listing Requirements and stating the effective date of implementation together with a certified true copy of the resolution passed by the shareholders in a general meeting approving the Proposed ESOS; and	To be complied.
(c)	KIA LIM is required to furnish Bursa Securities on a quarterly basis a summary of the total number of new shares listed pursuant to the Proposed ESOS, as at the end of each quarter together with a detailed computation of the listing fees payable.	To be complied.

(ii) Shareholders at the forthcoming EGM; and
(iii) any other relevant authorities, if required.

The Proposed Allocations are subject to approvals being obtained from the non-interested Shareholders at the forthcoming EGM.

The Proposed ESOS is not conditional upon any other corporate exercise / scheme being or proposed to be undertaken by the Company.

The Proposed Allocations are conditional upon Shareholders' approval being obtained for the Proposed ESOS but not vice versa.

7. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

Save for the Proposed ESOS, there are no other corporate exercises which have been announced by the Company but are pending completion before the date of this Circular.

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE OF THE COMPANY AND/OR PERSONS CONNECTED TO THEM

All Directors (and chief executive of the Company) are eligible to participate in the Proposed ESOS and are therefore deemed interested in the Proposed ESOS and their respective specific allocations and specific allocations to persons connected with them (if any) under the Proposed Allocations. Notwithstanding that, the Directors have deliberated on the Proposed ESOS, and have agreed to present the Proposed ESOS to the Shareholders for their consideration and approval.

In respect of the respective specific allocations to the Directors (and chief executive of the Company) as well as the specific allocations to persons connected to them (if any) under the Proposed Allocations, the respective Directors (and chief executive of the Company) have abstained and will continue to abstain from all Board deliberations and voting accordingly.

In addition, the respective Directors (and chief executive of the Company) shall also abstain from voting in respect of their direct and/or indirect shareholdings, if any, on the resolutions to be tabled for the Proposed ESOS and their respective specific allocations as well as the specific allocations to persons connected with them (if any) under the Proposed Allocations at the forthcoming EGM.

Further, the respective Directors (and chief executive of the Company) will also undertake to ensure that all persons connected to them will abstain from voting in respect of their direct and/or indirect shareholdings in the Company, if any, on the resolutions to be tabled for the Proposed ESOS and their respective specific allocations of ESOS Options as well as the specific allocations to persons connected to them (if any) under the Proposed Allocations at the forthcoming EGM.

The following Major Shareholders, are also deemed interested in respect of the Proposed ESOS and the specific allocations to certain Directors and/or Eligible Employees under the Proposed Allocations by virtue of their relationships as set out below:-

No.	Major Shareholders	Relationship
1.	Kour Siok Leen	- Mother of Ng Chin Kang
2.	Datuk Ng Yeng Keng @ Ng Ka Hiat	- Father of Ng Cheng Yew, Ng Cheng Leong and Ng Cheng Woon
- Father in-law of Lim Ling Yee
3.	Kia Lim Timber Trading Sdn Bhd	- Ng Chin Kang is a director and major shareholder of this company
- Ng Hwe Cheng is a director and major shareholder of this company
- Datuk Ng Yeng Keng @ Ng Ka Hiat is a major shareholder of this company
4.	Kia Lim Realty Sdn Bhd	- Ng Chin Kang is a director of this company
- Ng Hwe Cheng is a director and major shareholder of this company
5.	Ng Yeng Keng Holdings Sdn Bhd	- Ng Cheng Yew is a director and major shareholder of this company
- Datuk Ng Yeng Keng @ Ng Ka Hiat is a director and major shareholder of this company
- Ng Cheng Leong is a director and major shareholder of this company
- Ng Cheng Woon is a major shareholder of this company

Accordingly, the above Major Shareholders shall abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolutions to be tabled for the Proposed ESOS and the specific allocations to certain Directors and/or Eligible Employees under the Proposed Allocations at the forthcoming EGM. The above Major Shareholders will also undertake to ensure that all persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in the Company, if any, on the resolutions to be tabled for the Proposed ESOS and the specific allocations to certain Directors and/or Eligible Employees under the Proposed Allocations at the forthcoming EGM.

As at the LPD, the direct and indirect shareholdings of the Directors and Eligible Employees who are to be allocated with ESOS Options under the Proposed Allocations as well as the interested Major Shareholders and persons connected to them are as follows:-

Name / Designation	Direct		Indirect
	No. of Shares	(1)%	No. of Shares	(1)%
Directors
Loh Chee Kan (Non-Independent Non-Executive Chairman)	-	-	-	-
Ng Chin Kang (Executive Director)	-	-	(2)12,361,734	(2)19.96

Name / Designation	Direct		Indirect
	No. of Shares	(1)%	No. of Shares	(1)%
Ng Hwe Cheng (Executive Director)	207,600	0.34	(3)27,778,800	(3)44.85
Sam Ming Chia (Independent Non-Executive Director)	-	-	-	-
Haryanti Binti Othman (Independent Non-Executive Director)	-	-	-	-
Trevor Lawrence Richards (Independent Non-Executive Director)	-	-	-	-
Eligible Employees who are to be allocated with ESOS Options under the Proposed Allocations
Ng Cheng Yew (General Manager)	-	-	-	-
Ng Cheng Leong (Group Business Development Manager)	-	-	(4)30,700	(4)0.05
Ng Cheng Woon (Investor Relation Officer)	4,800	0.01	-	-
Lim Ling Yee (Corporate Secretary)	30,700	0.05	-	-
Interested Major Shareholders
Kour Siok Leen	401,054	0.65	(5)10,297,993	(5)16.63
Datuk Ng Yeng Keng @ Ng Ka Hiat	1,542,255	2.49	(6)27,949,498	(6)45.13
Kia Lim Realty Sdn Bhd	10,243,993	16.54	(7)54,000	(7)0.09
Kia Lim Timber Trading Sdn Bhd	11,516,734	18.59	(8)845,000	(8)1.36
Ng Yeng Keng Holdings Sdn Bhd	-	-	(5)10,297,993	(5)16.63
Other persons connected to the Directors and/or Major Shareholders
Ng Hoo Tee Holdings Sdn Bhd	5,173,073	8.35	(9)125,000	(9)0.20
Ban Dung Palm Oil Industries Sdn Bhd	125,000	0.20	-	-
Mersing Village Sdn Bhd	666,000	1.08	-	-
Sersen Tiles Sdn Bhd	54,000	0.09	-	-
Ng Eng Sos @ Bah Chik (sibling of Datuk Ng Yeng Keng @ Ng Ka Hiat)	312,590	0.50	-	-
Ng Yam Puan (sibling of Datuk Ng Yeng Keng @ Ng Ka Hiat)	280,499	0.45	-	-
Ng Yan Kian (sibling of Datuk Ng Yeng Keng @ Ng Ka Hiat)	566,192	0.91	(10)20,000	(10)0.03
Ng Guat Lan (sibling of Datuk Ng Yeng Keng @ Ng Ka Hiat)	80,000	0.13	-	-
Ng Guat Khim (sibling of Datuk Ng Yeng Keng @ Ng Ka Hiat)	23,100	0.04	-	-

Name / Designation	Direct		Indirect
	No. of Shares	(1)%	No. of Shares	(1)%
Oh Gek Eng (spouse to Datuk Ng Yeng Keng @ Ng Ka Hiat)	165,898	0.27	(11)1,547,055	(11)2.50
Teo Yu Hwa (sister-in-law to Datuk Ng Yeng Keng @ Ng Ka Hiat)	20,000	0.03	(12)566,192	(12)0.91
Lin Yvonne Hsin-Ying (sister-in-law to Ng Chin Kang)	34,698	0.06	-	-
Ng Chin Lan (sibling of Ng Hwe Cheng)	10,000	0.02	(13)797,100	(13)1.29
Ng Chin Kiat (sibling of Ng Hwe Cheng)	1,100	(14)-	-	-
Ng Cheng Choon (sibling of Ng Hwe Cheng)	5,000	0.01	-	-
Ng Soh Chin (sibling of Ng Hwe Cheng)	10,100	0.02	-	-
Goh May Lee (sister-in-law of Ng Hwe Cheng)	797,100	1.29	(15)10,000	(15)0.02
Tan Suet Lee (sister-in-law of Ng Hwe Cheng)	1,100	(14)-	-	-

Notes:-
(1) Based on the total number of 61,937,451 Shares in issue as at the LPD.
(2) Deemed interest through his shareholding in Kia Lim Timber Trading Sdn Bhd, Ban Dung Palm Oil Industries Sdn Bhd, Sersen Tiles Sdn Bhd and Mersing Village Sdn Bhd by virtue of Section 8 of the Act.
(3) Deemed interest through her shareholding in Kia Lim Realty Sdn Bhd, Kia Lim Timber Trading Sdn Bhd, Sersen Tiles Sdn Bhd, Ban Dung Palm Oil Industries Sdn Bhd, Mersing Village Sdn Bhd and Ng Hoo Tee Holdings Sdn Bhd by virtue of Section 8 of the Act.
(4) Deemed interested by virtue of the Shares held by his spouse, Lim Ling Yee.
(5) Deemed interest through her/his shareholding in Kia Lim Realty Sdn Bhd and Sersen Tiles Sdn Bhd by virtue of Section 8 of the Act.
(6) Deemed interest through his shareholding in Kia Lim Realty Sdn Bhd, Kia Lim Timber Trading Sdn Bhd, Sersen Tiles Sdn Bhd, Ban Dung Palm Oil Industries Sdn Bhd, Mersing Village Sdn Bhd and Ng Hoo Tee Holdings Sdn Bhd by virtue of Section 8 as well as by virtue of the Shares held by his spouse, Oh Gek Eng, and his son, Ng Cheng Woon.
(7) Deemed interest through its shareholdings in Sersen Tiles Sdn Bhd by virtue of Section 8 of the Act.
(8) Deemed interest through its shareholdings in Sersen Tiles Sdn Bhd, Mersing Village Sdn Bhd and Ban Dung Palm Oil Industries Sdn Bhd by virtue of Section 8 of the Act.
(9) Deemed interest through its shareholdings in Ban Dung Palm Oil Industries Sdn Bhd by virtue of Section 8 of the Act.
(10) Deemed interested by virtue of the Shares held by his spouse, Teo Yu Hwa.
(11) Deemed interested by virtue of the Shares held by her spouse, Datuk Ng Yeng Keng @ Ng Ka Hiat, and her son, Ng Cheng Woon.
(12) Deemed interested by virtue of the Shares held by her spouse, Ng Yan Kian.
(13) Deemed interest by virtue of the Shares held by his spouse, Goh May Lee.
(14) Less than 0.01%.
(15) Deemed interest by virtue of the Shares held by her spouse, Ng Chin Lan.

Save as disclosed above, none of the Directors, Major Shareholders, chief executive of the Company and/or persons connected to them have any interest, direct or indirect, in the Proposed ESOS and the Proposed Allocations.

BOARD'S RECOMMENDATION

The Board, having considered the current and prospective financial position, needs and capacity of the Group, and after careful deliberation and taking into consideration the rationale and all other aspects of the Proposed ESOS and the Proposed Allocations (other than their respective specific allocations as well as the specific allocations to persons connected with them, if any), is of the opinion that the Proposed ESOS and the Proposed Allocations are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that you vote in favour of the resolutions pertaining to the Proposed ESOS and the Proposed Allocations to be tabled at the forthcoming EGM.

In view that certain Directors on the Board are deemed interested in the Proposed ESOS and their respective specific allocations as well as the specific allocations to persons connected with them (if any) under the Proposed Allocations, they will abstain from forming an opinion and making any recommendation in respect of the Proposed ESOS as well as such specific allocations under the Proposed Allocations. The interested Directors will also abstain from deliberating and voting in respect of their direct and/or indirect shareholdings, if any, on the resolutions to be tabled for the Proposed ESOS and their respective specific allocations as well as the specific allocations to persons connected with them (if any) under the Proposed Allocations at the forthcoming EGM.

The EGM, the notice of which is enclosed with this Circular, will be held on the date and time indicated below or at any adjournment thereof for the purpose of considering and, if thought fit, passing, with or without any modifications, the resolutions by way of poll to give effect to the Proposed ESOS and the Proposed Allocations.

Day, date and time of the EGM	: Thursday, 28 May 2026 at 1.00 p.m. or immediately upon the conclusion or adjournment (as the case may be) of the 31st Annual General Meeting of KIA LIM (which will be held at the same venue on the same day at 12.00 p.m.), whichever is later

If you are unable to attend and vote in person at the EGM, you may appoint a proxy or proxies to attend and vote on your behalf by completing, signing and returning the enclosed Form of Proxy in accordance with the instructions contained therein as soon as possible, so as to arrive at the registered office of KIA LIM, Boardroom Corporate Services Sdn Bhd, at Suite 9D, Level 9, Menara Ansar, 65, Jalan Trus, 80888 IIBD, Johor not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently decide to do so.

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FURTHER INFORMATION

You are requested to refer to the appendices for further information.

Yours faithfully,
For and on behalf of the Board of
KIA LIM BERHAD

NG CHIN KANG
Executive Director cum Chief Executive Officer

APPENDIX I - DRAFT BY-LAWS

THE BY-LAWS OF THE EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF KIA LIM BERHAD ("KIA LIM" OR THE "COMPANY")

1. NAME OF SCHEME

This scheme shall be called the "Kia Lim Berhad's Employees' Share Option Scheme" ("ESOS" or "Scheme").

1A. RATIONALE OF THE SCHEME

(Unless stated otherwise or defined herein, the abbreviations used in this section shall be defined in By-Law 2 of these By-Laws)

The rationale of the Scheme is as follows:

(i) to drive and motivate the Eligible Persons to work towards achieving the Group's goals and objectives;
(ii) to reward the Eligible Persons in recognition of their accumulated contribution to the operations and continued growth of the Group;
(iii) to retain the Eligible Persons by giving the Eligible Persons a sense of ownership, loyalty and belonging to the Group by enabling them to participate directly in the equity of the Company and thereby provides an incentive for the Eligible Persons to participate in the future growth of the Group and motivate them towards better performance through greater productivity and loyalty;
(iv) to align the interests of the Eligible Persons, including management personnel of the Group, with the interests of the shareholders via direct participation in the equity of the Company; and
(v) to make the Eligible Persons' remuneration scheme of the Group more competitive to attract more skilled and experienced individuals to join the Group and contribute to its continued growth and profitability.

The ESOS is also extended to the eligible non-executive Directors of the Group (excluding dormant subsidiaries) for the following reasons:

(i) to recognise the contributions and efforts made by the non-executive Directors as they play an important role in the business performance of the Group; and
(ii) their participation in the equity of the Company is expected to enhance their level of commitment and contribution as well as to enable the Company to attract and retain capable individuals to act as non-executive Directors of the Company, who will assist in the overall strategic decisions and directions of the Group.

APPENDIX I - DRAFT BY-LAWS (CONT'D)

2. DEFINITIONS AND INTERPRETATIONS

2.1 In these By-Laws, except where the context otherwise requires, the following terms and expressions shall have the following meanings:-

"Act" : means Companies Act 2016 as amended from time to time and including all regulations made thereunder and any re-enactment thereof;

"Adviser" : means a person who is permitted to carry out regulated activity of advising on corporate finance under the Capital Markets and Services Act 2007 which includes a recognised principal adviser under the Guidelines on Submission of Corporate and Capital Market Product Proposals and the Licensing Handbook issued by the Securities Commission Malaysia, including any amendments thereto that may be made from time to time;

"AC" : means the Audit Committee of KLB;

"Board" : means the Board of Directors of KLB;

"Bursa Depository" : means Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854 (165570-W));

"Bursa Securities" : means Bursa Malaysia Securities Berhad (Registration No. 200301033577 (635998-W));

"By-Laws" : means the rules, terms and conditions of the Scheme (as may be modified, varied and/or amended from time to time in accordance with By-Law 21);

"CDS" : means Central Depository System governed under the Central Depositories Act;

"CDS Account" : means a securities account established by Bursa Depository for a depositor for the recording of deposits and withdrawals of securities and for dealings in such securities by the depositor;

"Central Depositories Act" : means Securities Industry (Central Depositories) Act, 1991;

"CMSA" : means Capital Markets and Services Act 2007 as amended from time to time and including all regulations made thereunder and any re-enactment thereof;

"Constitution" : means the constitution of the Company, including any amendment thereto that may be made from time to time;

"Date of Expiry" : Last day of the Duration of the Scheme as defined in By-Law 19.3;

"Date of Offer" : The date on which an Offer is made by the ESOS Committee to an Eligible Person in the manner provided in By-Law 6 during the duration of the Scheme;

APPENDIX I - DRAFT BY-LAWS (CONT'D)

"Director(s)"	: Either an executive director or a non-executive director of any company in the Group, within the meaning of Section 2(1) of the Act and Section 2(1) of the CMSA;
"Duration of the Scheme"	: The period commencing from the Effective Date and expiring on the Date of Expiry of the Scheme as provided in By-Law 19.3. In the event that the duration of the Scheme shall be extended, the Date of Expiry of the Scheme shall be the date of expiry as so extended;
"Effective Date"	: The date on which the Scheme comes into force as provided in By-Law 19.1;
"EGM"	: Extraordinary General Meeting;
"Eligible Person(s)"	: A Director or Employee who meets the criteria of eligibility for participation in the ESOS as stipulated in By-Law 4;
"Employee"	: A natural person (including Senior Management) who is employed by and on the payroll of any company in the Group;
"Entitlement Date"	: The date as at the close of business on which shareholders' names must appear on KLB's record of depositors and/or register of members in order to be entitled to any dividends, rights, allotments or other forms of distributions;
"ESOS or Scheme"	: means the scheme for the grant of Option(s) to Eligible Persons to subscribe for new Shares according to the terms set out herein known as the "KLB's Employees' Share Option Scheme";
"ESOS Committee"	: means the committee duly authorised and appointed by the Board to administer the Scheme, comprising such persons appointed from time to time by the Board;
"Exercise Price"	: means the subscription price at which a Grantee shall be entitled to subscribe for each new Share upon the exercise of the Option, as initially determined in the Offer and as may be adjusted pursuant thereto in accordance with the provisions of By-Law 10;
"Grantee(s)"	: means any Eligible Person who has accepted an Offer in the manner provided in By-Law 7;
"KIA LIM or Company"	: Kia Lim Berhad (Registration No. 199501013667 (342868-P));
"KIA LIM Group or the Group"	: means the Company and its subsidiary companies as defined in Section 4 of the Act, which are not dormant. Subject to the foregoing, subsidiaries include subsidiaries which are existing as at the Effective Date and subsidiaries which are incorporated or acquired at any time during the Duration of the Scheme but exclude subsidiaries which have been divested in the manner provided in By-Law 17;
"Listing Requirements"	: means Main Market Listing Requirements of Bursa Securities including any amendments thereto that may be made from time to time;

APPENDIX I - DRAFT BY-LAWS (CONT'D)

"Market Day(s)"	: means a day on which Bursa Securities is open for trading in securities;
"Maximum Shares"	: means the maximum number of new Shares that may be offered and allotted to an Eligible Person to be determined under the Scheme in the manner provided in By-Law 5;
"Offer"	: means a written offer made by the ESOS Committee from time to time to an Eligible Person to participate in the Scheme in the manner provided in By-Law 6;
"Offer Period"	: means the period stipulated in By-Law 6.5;
"Option(s)"	: means the right of a Grantee to subscribe for new Shares pursuant to the contract constituted by the acceptance of an Offer by an Eligible Person in the manner provided in By-Law 7;
"Option Certificate"	: means the certificate issued by the ESOS Committee confirming the grant of the Option to an Eligible Person and the Exercise Price together with the number of Shares comprised in the Option;
"Option Period"	: means the period commencing from the date an Offer is accepted by a Grantee and expiring on the Date of Expiry or such other date as may be stipulated by the ESOS Committee in the Offer or upon the date of termination of the Scheme as provided in By-Law 19, whichever is the earlier;
"Persons Connected"	: shall have the same meaning given in Paragraph 1.01 of the Listing Requirements;
"RM and sen"	: Ringgit Malaysia and sen respectively;
"Senior Management"	: means an Employee who falls within such criteria to be determined by the ESOS Committee at its sole and absolute discretion from time to time;
"Share(s)"	: means Ordinary share(s) in the Company; and
"Vesting Conditions"	: The conditions determined by the ESOS Committee which must be fulfilled for the Options to be vested in the Grantee.

2.2 Headings are for ease of reference only and do not affect the meaning of a By-Law.
2.3 Any reference to statutory provisions shall include:-

(a) any subordinate legislation made from time to time under that provision and any Listing Requirements, policies, practice notes and/or guidelines of Bursa Securities and/or other relevant authorities (in each case, whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the reasonable commercial practice of persons to whom such requirements, policies, practice notes and/or guidelines are addressed to by Bursa Securities and/or the relevant authorities); and

APPENDIX I – DRAFT BY-LAWS (CONT'D)

(b) that provision as from time to time modified or re-enacted whether before or after the date of these By-Laws so far as such modification or re-enactment applies or is capable of applying to any Option(s) offered and accepted prior to the Date of Expiry and shall include also any past statutory provision (as from time to time modified or re-enacted) which such provision has directly or indirectly replaced.

2.4 Words importing the masculine gender shall include the feminine and neuter genders.

2.5 Words importing the singular number shall include the plural number and vice versa.

2.6 If an event is to occur on a stipulated day which is not a Market Day, then the stipulated day will be taken to be the first Market Day after that day, save and except if the Date of Expiry falls on a stipulated day that is not a Market Day, the Date of Expiry shall be taken to be the Market Day prior to the stipulated day.

2.7 A "Day" or "Month" shall mean a calendar day or a calendar month.

2.8 Any liberty or power which may be exercised or any decision or determination which may be made hereunder by the ESOS Committee shall be exercised in the ESOS Committee's absolute and unfettered discretion and the ESOS Committee shall not be under any obligation to give any reasons therefore, except as may be required by the relevant authorities.

2.9 In the event of any change in the name of the Company from its present name, all references to "Kia Lim Berhad" in these By-Laws and all other documents pertaining to the ESOS shall be deemed to be references to the Company's new name.

3. MAXIMUM NUMBER OF NEW SHARES AVAILABLE UNDER THE SCHEME

3.1 The maximum number of new Shares which may be issued and/or allotted pursuant to the exercise of the Options which may be granted under the Scheme shall not in aggregate exceed fifteen per centum (15%) of the total number of issued shares of the Company (excluding treasury shares, if any) at any point of time when an Offer is made throughout the Duration of the Scheme.

3.2 Notwithstanding the provision of By-Law 3.1 and any other provision contained in these By-Laws, in the event the maximum number of new Shares that may be made available under the Scheme exceeds fifteen per centum (15%) of the total number of issued shares of the Company (excluding treasury shares, if any) as a result of the Company purchasing, cancelling and/or reducing its Shares in accordance with the provisions of the Act or the Company undertaking any corporate proposal and thereby diminishing the total number of issued shares of the Company, then such Options granted prior to the adjustment of the total number of issued shares of the Company (excluding treasury shares, if any) shall remain valid and exercisable in accordance with the provisions of these By-Laws. However, in such a situation, the ESOS Committee shall not make any further Offer until the total number of Shares under the subsisting Options (including those Shares that have been issued under the Scheme) falls below fifteen per centum (15%) of the total number of issued shares of the Company (excluding treasury shares, if any) at any point of time when an Offer is made throughout the Duration of the Scheme.

3.3 The Company will, during the Duration of the Scheme make available sufficient number of unissued Shares in the capital of the Company to satisfy all outstanding Options which may be exercisable from time to time.

3.4 Each Option shall be exercisable into one (1) new Share, in accordance with the provisions of these By-Laws.

APPENDIX I - DRAFT BY-LAWS (CONT'D)

4. ELIGIBILITY

4.1 Only Eligible Persons who fulfil the following conditions shall be eligible to participate in the Scheme:-

(a) In respect of an Employee, the Employee must fulfil the following criteria as at the Date of Offer:-

(i) is at least eighteen (18) years of age;
(ii) is not an undischarged bankrupt or subject to any bankruptcy proceedings;
(iii) is an employee:-

(aa) of any company within the Group (which is not dormant), whose employment has been confirmed in service by the relevant company within the Group (which is not dormant) on the Date of Offer; or
(bb) under an employment contract for fixed duration and has been in the employment of any company in the Group for such period as may be determined by the ESOS Committee; or
(cc) remains an employee of the Group and has not given any notice of resignation or received a notice of termination or has otherwise ceased or had his/her employment terminated;

(iv) fulfils any other criteria and/or falls within such category as may be determined by the ESOS Committee from time to time.

(b) In respect of a Director, the Director must fulfil the following criteria as at the Date of Offer:-

(i) is at least eighteen (18) years of age;
(ii) is not an undischarged bankrupt or subject to any bankruptcy proceedings;
(iii) is a Director of the Group, which is not dormant; and
(iv) fulfils any other criteria and/or falls within such category as may be determined by the ESOS Committee from time to time.

A set of criteria on eligibility and allocation as determined by the ESOS Committee from time to time shall be made available to the Eligible Persons. Notwithstanding the above, the ESOS Committee may, in its absolute discretion, waive any of the conditions of eligibility as set out in this By-Law 4.1. The eligibility and number of Options to be offered to an Eligible Person under the Scheme shall be at the sole and absolute discretion of the ESOS Committee and the decision of the ESOS Committee shall be final and binding.

4.2 Notwithstanding By-Law 4.1, the specific allotment to be made to any Eligible Person, who is a Director, chief executive or a major shareholder of the Company and/or a Person Connected with a Director, chief executive or a major shareholder of the Company, shall be approved by the shareholders of the Company in a general meeting unless such approval is no longer required under the Listing Requirements provided always that such Interested Party, major shareholder and/ or persons connected with them shall not have voted on the resolution approving their respective allocation.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

4.3 Any Eligible Person who holds more than one (1) position within the Group and by holding such positions, the Eligible Person is in more than one category, shall only be entitled to the Maximum Shares of any one of those categories. The ESOS Committee shall be entitled at its discretion to determine the applicable category of such Eligible Person.

4.4 An Employee or Director of a dormant company within the Group is not eligible to participate in the Scheme.

4.5 An Employee or Director who during the Duration of the Scheme becomes an Eligible Person may, at the discretion of the ESOS Committee, be eligible to participate in the Scheme, subject to the Maximum Shares.

4.6 Eligibility under the Scheme does not confer upon the Eligible Person a claim or right to participate in or any other rights whatsoever under the Scheme and an Eligible Person does not acquire or have any rights over or in connection with the Options or the Shares comprised herein unless an Offer has been made by the ESOS Committee to the Eligible Person and the Eligible Person has accepted the Offer in accordance with By-Law 7 hereof and has satisfied all Vesting Conditions of the Options, if any.

5. BASIS OF ALLOTMENT AND MAXIMUM SHARES

5.1 Subject to By-Law 3 and any adjustment which may be made under By-Law 15, the number of Options to be allocated to an Eligible Person at any time in each Offer made pursuant to the Scheme shall be determined at the sole and absolute discretion of the ESOS Committee after taking into consideration, inter alia, the Eligible Person's designation, length of service, work performance, contribution, seniority, fulfilment of the eligibility criteria as referred to in By-Law 4.1 and/or such other factors as the ESOS Committee deems relevant, and subject to the following conditions:-

(a) the total number of new Shares made available under the Scheme shall not exceed the amount stipulated in By-Law 3.1 and the ESOS Committee shall not be obliged in any way to offer an Eligible Person the Options for all the specified maximum number of Shares the Eligible Person is entitled to under the Scheme;

(b) not more than ten per centum (10%) (or such other percentage as may be permitted by Bursa Securities or any other relevant authorities from time to time) of the total Shares made available under the Scheme shall be allocated to any Eligible Person who, either singly or collectively through persons connected with the Eligible Person, holds twenty per centum (20%) (or such other percentage as may be permitted by Bursa Securities or any other relevant authorities from time to time) or more of the total number of issued shares of the Company (excluding treasury shares, if any);

(c) the number of new Shares allocated, in aggregate, to the Directors and Senior Management personnel of the Group shall not exceed eighty per centum (80%) of the total number of new Shares to be issued under the ESOS. The basis was determined by the Board taking into consideration:

(i) the number of directors and senior management who are eligible to participate in the Scheme as well as their position, ranking, seniority, length of service and contribution to the Group; and

(ii) they are crucial to the performance of the Group as the Directors and senior management are key drivers of the Group's business and operations; and

APPENDIX I – DRAFT BY-LAWS (CONT'D)

(d) the Directors and Senior Management of the Group do not participate in the deliberation or discussion of their respective allocation as well as to persons connected to them, if any,

provided always that it is in accordance with any prevailing guidelines issued by Bursa Securities, the Listing Requirements or any other relevant authorities as amended from time to time.

5.2 The ESOS Committee shall be entitled to determine the Maximum Shares in relation to each class or grade of Employees and Directors from time to time, and the decision of the ESOS Committee shall be final and binding. To the extent possible and subject always to By-Law 5.1, the ESOS Committee will ensure that there should be equitable allocation to various grades or classes of Eligible Persons.

5.3 In the event that an Eligible Person is promoted, the Maximum Shares applicable to such Eligible Person shall be the Maximum Shares corresponding to the new category of Employee, subject always to the maximum number of Shares available under the Scheme as stipulated under By-Law 3.1. An Eligible Person who is demoted to a lower employment category for whatever reason shall only be entitled to the allocation of that lower category unless an Offer has been made and accepted by him/her before such demotion.

5.4 The Company shall ensure that allocation of Options pursuant to the Scheme is verified by the AC at the end of each financial year as being in compliance with the criteria for allocation of Options which have been disclosed to the Employees and Directors.

The decision as to whether to stagger the allocation of the Options to Eligible Persons over the Duration of the Scheme will be determined by the ESOS Committee at a later date.

5.5 The ESOS Committee (subject to necessary approvals being obtained if required) have the discretion to make the necessary adjustments so that the number of new Shares comprised in an Option that may be offered to any one of the Eligible Persons shall be in accordance with the provisions of the Listing Requirements prevailing during the period commencing from the Date of Offer for each Eligible Person and expiring on a date which the ESOS Committee may at its discretion decide, provided that no Option Period shall extend beyond the Duration of the Scheme.

OFFER

6.1 During the Duration of the Scheme, the ESOS Committee may at its discretion at any time and from time to time make an Offer to an Eligible Person, subject to the Eligible Person's Maximum Shares and in accordance with the terms of this Scheme. Each Offer shall be in a multiple of not less than one hundred (100) units of Shares constituting one (1) board lot or such other units of Shares as may be determined by the ESOS Committee. The Options shall only be accepted in multiples of one hundred (100) Shares or such other units of Shares constituting one (1) board lot as may be determined by the ESOS Committee.

6.2 The ESOS Committee shall have the sole and absolute discretion in determining whether the Options under the Scheme are to be offered to the Eligible Persons via:-

(a) one (1) single Offer at a time determined by the ESOS Committee; or
(b) several Offers, where the vesting of the Options comprised in those Offers is staggered or made in several tranches at such times and on such terms and conditions as may be determined by the ESOS Committee,

APPENDIX I – DRAFT BY-LAWS (CONT'D)

PROVIDED ALWAYS that the aggregate number of Shares in respect of the Options granted to any Eligible Persons (inclusive of Shares already offered under previous Offer(s), if any) during the Duration of the Scheme shall not exceed the Maximum Shares of such Eligible Person and shall not exceed amount stipulated in By-Law 3.1 and By-Law 5.1(b).

In the event the ESOS Committee decides that the vesting of the Options is to be staggered or made in several tranches, the number of Options to be granted pursuant to each vesting of the Options and the timing for the vesting of the same shall be decided by the ESOS Committee at its sole and absolute discretion and each vesting of the Options shall be separate and independent from the others. Each Offer made to any Eligible Person by the ESOS Committee shall be separate and independent from any previous or later Offer made by the ESOS Committee to that Eligible Person.

6.3 An Offer may be made upon such terms and conditions as the ESOS Committee may decide from time to time. Each Offer shall be made in writing and is personal to the Eligible Person to whom the Offer is made, and is non-assignable, non-transferable, non-chargeable and non-disposable in any manner whatsoever. The ESOS Committee may, give notice in writing to the Eligible Person, vary or waive the terms of any vesting condition, performance targets, vesting period or other conditions.

6.4 The ESOS Committee shall state the following particulars in the letter of Offer:

(a) the number of Options that are being offered to the Eligible Person;
(b) the number of new Shares which the Eligible Person shall be entitled to subscribe for upon the exercise of the Options being offered;
(c) the Option Period;
(d) the Exercise Price;
(e) the Offer Period;
(f) the closing date for acceptance of the Offer;
(g) Vesting period, Vesting Conditions and performance targets (if any);
(h) the manner in exercising the Options; and
(i) any other information deemed necessary by the ESOS Committee,

6.5 An Offer shall be valid for acceptance for a period of thirty (30) days from the Date of Offer or such other period as may be determined by the ESOS Committee on a case-by-case basis at its sole and absolute discretion, and specified in the Offer.

6.6 No Offer shall be made to any director, major shareholder and/or chief executive of the Company or its holding company or Persons Connected with them who are Eligible Persons unless such Offer and the related allotment of new Shares have previously been approved by the shareholders of the Company in a general meeting.

6.7 Nothing herein shall prevent the ESOS Committee from making more than one (1) Offer to an Eligible Person provided that the total aggregate number of Options offered to such Eligible Person (inclusive of Shares already offered under previous Offers, if any) during the Duration of the Scheme shall not exceed the Maximum Shares of such Eligible Person.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

6.8 Where it involves a grant of Options to Eligible Persons who are members of the ESOS Committee, such grant of Options shall be decided by the Board and no Eligible Person shall participate in the deliberation and/or discussion of their own respective allocations under the Scheme and any Persons Connected with them.

6.9 The Options offered to an Eligible Person may, subject to the compliance or fulfilment by the Eligible Person of the Vesting Conditions, be vested in the Eligible Person in such number of tranche or tranches and in such number of Options in each tranche as shall be determined by the ESOS Committee.

6.10 In the event of an error on the part of the Company or the ESOS Committee in stating any of the particulars referred to in By-Law 6.4, the following provisions shall apply:

(a) Within thirty (30) days after discovery of the error, the Company or ESOS Committee shall issue a supplemental letter of Offer, stating the correct particulars of the Offer referred to in By-Law 6.4;

(b) In the event that the error relates to particulars other than the Exercise Price, the Exercise Price applicable in the supplemental letter of Offer shall remain as the Exercise Price as per the original letter of Offer; and

(c) In the event that the error relates to the Exercise Price, the Exercise Price applicable in the supplemental letter of Offer shall be the Exercise Price applicable as at the date of the original letter of Offer, save and except with respect to any Options which have already been exercised as at the date of issue of the supplemental letter of Offer.

7. ACCEPTANCE OF THE OFFER

7.1 An Offer shall be accepted by an Eligible Person within the Offer Period by written notice to the Company or in the form prescribed by the ESOS Committee and accompanied by a payment to the Company of a nominal non-refundable consideration of Ringgit Malaysia One (RM1.00) only for the acceptance of the Offer.

7.2 If an Offer is not accepted in the manner aforesaid or the Eligible Person fails to pay the acceptance consideration as set out in By-Law 7.1, within the Offer Period, the Offer shall automatically lapse upon the expiry of the Offer Period and be null and void and be of no further force and effect.

7.3 Options not taken up resulting from the non-acceptance of Offers within the Offer Period may, at the discretion of the ESOS Committee, thereafter form part of the balance of the Options available under the Scheme to be offered and granted to other Eligible Person at the discretion of the ESOS Committee.

7.4 Any Offer shall automatically lapse and be null and void on the day the Eligible Person's employer accepts his/her notice of resignation or the Eligible Person's employer notifies the Eligible Person of termination of his/her employment or on the day the Eligible Person notifies his/her employer of his/her resignation or on the Eligible Person's last day of employment, whichever is the earlier.

7.5 The Company shall within thirty (30) days of the acceptance of the Offer by the Eligible Person, issue to the Eligible Person an Option Certificate.

7.6 The Company shall keep and maintain a register of Grantees at its expense and shall enter in that register the names and addresses of the Grantees and such information as may be prescribed by the ESOS Committee.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

7.7 The ESOS Committee shall have full discretion to determine whether any Vesting Condition has been satisfied, whether fully or partially, or exceeded and in making any such determination, the ESOS Committee shall have the right to make reference to, amongst others, the audited financial results of the Company or the Group, as the case may be, and to take into account such factors as the ESOS Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right to amend and/or waive any Vesting Condition. Upon the Vesting Condition being satisfied and/or waived, the ESOS Committee shall notify the Grantees the number of Options vested or which will be vested to him/her on the vesting date.

8. NON-TRANSFERABILITY

8.1 An Option is personal to the Grantee and subject to the provisions of By-Laws 14.2 to 14.6, is exercisable only by the Grantee personally during his/her lifetime whilst he/she is in the employment of any company in the Group and within the Option Period.

8.2 An Option prior to the allotment and/or transfer to the Grantee of the Shares to which the Option relates, shall not be transferred save and except in the event of the death of the Grantee as provided under By-Law 14.6, charged, assigned, pledged or otherwise disposed of in whole or in part, except with the prior approval of the ESOS Committee and if a Grantee shall do, suffer or permit any such act or thing as a result of which he would or might be deprived of any rights under an Option without the prior approval of the ESOS Committee, that Option shall immediately lapse and be null and void.

8.3 Unless permitted under these By-Laws and having obtained the prior approval of the ESOS Committee, an Option shall not be transferred, assigned, disposed of or subject to any encumbrances by the Grantee. Any attempt to transfer, assign, dispose or encumber any Option shall result in the automatic cancellation of the Option.

8.4 In the event a Grantee is transferred to another company within the Group which has its own employees' share option scheme/ shares issuance scheme, the Grantee shall be entitled to the Option previously granted under this Scheme, in accordance with these By-Laws, but such Grantee shall not upon such transfer taking effect be eligible to participate in further Option under the Scheme.

9. EXERCISE OF OPTIONS

9.1 An Option granted to a Grantee under the Scheme is, subject to the provisions of By-Laws 9.12, 14.1, 16 and 17, exercisable only by that Grantee during his/her lifetime and whilst he/she is in the employment of the Group and within the Option Period.

9.2 The ESOS Committee may with its power under By-Law 20, at any time and from time to time, before and after an Options is granted, limit the exercise of the Options to a maximum number of new Shares and/or such percentage of the total new Shares comprised in the Options during such periods within the Option Period and impose other terms and/or conditions deemed appropriate by the ESOS Committee in its sole discretion.

9.3 Unless otherwise stated in the Offer in the manner set out in By-Law 6, there are no performance targets to be achieved by the Grantee before the Options can be granted and/or exercised and the new Shares arising from the Scheme can be issued and allotted.

9.4 Where an Option is exercised only in part, the Option Certificate shall be endorsed by the ESOS Committee stating, inter alia, the number of new Shares which remain capable of being exercised.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

9.5 A Grantee shall exercise the Options granted to him/her in multiples of and not less than one hundred (100) new Shares or such other units of Shares constituting one (1) board lot as may be determined by Bursa Securities save and except where a Grantee's balance of Options exercisable in accordance with these By-Laws shall be less than one hundred (100) new Shares or such other units of Shares constituting one (1) board lot as may be determined by Bursa Securities, in which case the said balance shall, if exercised, be exercised in a single tranche. Such partial exercise of an Option shall not preclude the Grantee from exercising the Option as to the balance of any new Option, if any, which he is entitled to subscribe under the Scheme.

9.6 Options which are exercisable in a particular year but are not exercised may be carried forward to subsequent years subject to the Option Period and any other impositions which are or may be determined by the ESOS Committee. Any Option which remains unexercised at the expiry of the Option Period shall be automatically terminated and lapse without any claim against the Company.

9.7 Subject to the discretion of the ESOS Committee, where a Grantee is serving under an employment contract, he/she may exercise any remaining unexercised Options within sixty (60) days before the expiry of the employment contract if the remaining duration of the employment contract from the date on which the Options are granted is less than the Option Period.

9.8 Except where it is decided otherwise and informed in writing by the ESOS Committee, an Option is exercisable by the Grantee only on a Market Day during the Option Period and while the Grantee remains an Eligible Person. A Grantee shall exercise his/her Options by notice in writing to the Company in such form as the ESOS Committee may prescribe or approve ("Notice of Exercise"). The procedure for the exercise of Options to be complied with by a Grantee shall be determined by the ESOS Committee from time to time.

9.9 Every Notice of Exercise shall state the number of new Shares an Eligible Person intends to subscribe and the Grantee's CDS Account and shall be accompanied by the relevant Option Certificate and a remittance in Ringgit Malaysia in the form of a banker's draft, cashier's order or any other mode of payment acceptable to the ESOS Committee, drawn and payable for the full amount of the subscription monies in respect thereof PROVIDED THAT the number of new Shares stated therein shall not exceed the amount exercisable by such Eligible Person.

9.10 Within eight (8) Market Days (or such other period as may be prescribed by Bursa Securities and subject to the Constitution) after the receipt of the complete and valid Notice of Exercise together with the remittance from the Grantee, the Company shall allot and/or issue the relevant number of Shares, despatch a notice of allotment to the Grantee and then make an application for the listing of and quotation for the Shares, upon and subject to the provisions of the Listing Requirements, Constitution, Securities Industries (Central Depositories) Act 1991 and the Rules of Bursa Depository. The said Shares will be credited directly into the CDS Account of the Grantee. No physical certificates will be issued. For Grantees who do not have CDS Account, such Grantees are required to open a CDS Account at their own expense before they can exercise their Options.

9.11 Any failure to comply with the procedures specified by the ESOS Committee or to provide information as required by the Company in the Notice of Exercise or inaccuracy in the CDS Account number provided shall result in the Notice of Exercise being rejected at the discretion of the ESOS Committee. The ESOS Committee shall inform the Grantee of the rejection of the Notice of Exercise within ten (10) Market Days from the date of rejection and the Grantee shall then be deemed not to have exercised his/her Option.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

9.12 Notwithstanding anything contrary herein contained in these By-Laws, the ESOS Committee shall have the right, at its absolute discretion by notice in writing to that effect, to suspend the right of any Grantee who is being subjected to disciplinary proceedings (whether or not such disciplinary proceedings may give rise to a dismissal or termination of service of such Grantee or are found to have had no basis or justification) to exercise his/her Options pending the outcome of such disciplinary proceedings. In addition to this right of suspension, the ESOS Committee may impose such terms and conditions as the ESOS Committee shall deem appropriate at its sole and absolute discretion, on the Grantee's right to exercise his/her Options having regard to the nature of the charges made or brought against such Grantee, PROVIDED ALWAYS that:-

(a) in the event such Grantee is found not guilty of the charges which gave rise to such disciplinary proceedings, the ESOS Committee shall reinstate the right of such Grantee to exercise his/her Options;

(b) in the event the disciplinary proceedings result in a recommendation for the dismissal or termination of service of such Grantee, all unexercised and partially exercised Options of the Grantee shall immediately lapse and be null and void and of no further force and effect, without notice to the Grantee, upon pronouncement of the dismissal or termination of service of such Grantee notwithstanding that such recommendation, dismissal and/or termination of service may be subsequently challenged or disputed by the Grantee in any other forum;

(c) in the event the Grantee is found guilty but no dismissal or termination of service is recommended, the ESOS Committee shall have the right to determine at its absolute discretion whether or not the Grantee may continue to exercise his/her Options or any part thereof and if so, to impose such terms and conditions as it deems appropriate, on such exercise rights; and

(d) in the event that no decision is made and/or disciplinary proceedings are not concluded prior to the expiry of the Option Period, the Option of such Grantee shall immediately lapse on the expiry of the Option Period without notice.

9.13 The Company, the Board and the ESOS Committee shall not under any circumstances be held liable to any person for any costs, losses, expenses, damages or liabilities howsoever arising in the event of any delay on the part of the Company in allotting and issuing the Shares, or in procuring Bursa Securities to list and quote the Shares subscribed for by a Grantee, or any delay in receipt or non-receipt by the Company of the Notice of Exercise, or for any errors in any Offer.

9.14 Every Option shall be subject to the condition that no new Shares shall be issued pursuant to the exercise of an Option if such issue would be contrary to any law, enactment, rule and/or regulation of any legislative or non-legislative body which may be in force during the Option Period or such period as may be extended.

9.15 The Grantee shall be solely responsible for filing the necessary form/notice to the Company, Bursa Securities and the Securities Commission Malaysia within the prescribed timeframe pursuant to Section 137 and/or Section 219 of the Act and Securities Industry (Reporting of Substantial Shareholding) Regulations, 1998 who as a result of allotment and issuance of new Shares from the exercise of his/her Option(s), become a shareholder and/or substantial shareholder of the Company.

9.16 The Grantee shall be solely responsible to observe the Rules on Take-overs, Mergers and Compulsory Acquisition issued by the Securities Commission Malaysia and the Capital Markets and Services Act, 2007 relating to potential take-over obligations as prescribed therein, when exercising the Options.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

10. EXERCISE PRICE

Subject to any adjustments in accordance with By-Law 15 and pursuant to the Listing Requirements, the Exercise Price shall be fixed based on a price to be determined by the Board upon recommendation of the ESOS Committee based on the volume weighted average market price of the Shares for the five (5) Market Days immediately preceding the Date of Offer with a discount to the volume weighted average market price of the Shares of not more than ten per centum (10%) or such other percentage of discount as may be permitted by Bursa Securities or any other relevant authorities from time to time during the Duration of the Scheme. The Exercise Price as determined by the ESOS Committee shall be conclusive and binding on the Grantees.

11. RIGHTS OF A GRANTEE

11.1 The Options shall not carry any right to vote at any general meeting of the Company until and unless the new Shares pursuant to the exercise of the Options have been allotted and issued to the Grantee.

11.2 A Grantee shall not be entitled to any dividends, rights and/or other distributions on his/her unexercised Options.

12. RIGHTS ATTACHING TO NEW SHARES

The new Shares to be allotted and issued upon the exercise of any Options granted under the Scheme will, upon allotment and issuance, rank pari passu in all respects with the then existing issued Shares, and be entitled to all rights (including voting, dividend, allotment, distribution, transfer, and other rights, including those arising on a liquidation of the Company), attaching to the then existing issued Shares, save and except that the new Shares so allotted and issued will not be entitled to any dividends, rights, allotments or other forms of distribution which may be declared, made or paid, for which the Entitlement Date precedes the date of allotment of such new Shares. The new Shares will be subject to the provisions of the Constitution relating to voting rights, transfer, transmission and otherwise of the Shares.

13. RETENTION PERIOD

13.1 The ESOS Committee shall be entitled to prescribe or impose, in relation to any Offer, any condition relating to any retention period or restriction on sale, transfer, assign or otherwise dispose of as it deems fit. Grantees are encouraged to hold the new Shares allotted and issued to them pursuant to the exercise of the Options as investments rather than for any speculative purposes and/or for the realisation of any immediate gain.

13.2 Notwithstanding to By-Law 13.1 and in compliance with Paragraph 8.20 of the Listing Requirements, a Grantee who is a non-executive director of the Company must not sell, transfer or assign or otherwise dispose of any new Shares obtained through the exercise of Options offered to him under the Scheme within one (1) year from the Date of Offer or such other period as may be prescribed by Bursa Securities.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

14. TERMINATION OF OPTIONS

14.1 Any Option which has not been exercised by a Grantee shall be automatically terminated and be of no further force or effect in the following circumstances:-

(a) termination or cessation of employment of the Grantee with the Group for any reason whatsoever, in which event the Option shall be automatically terminated on the day the Grantee's employer accepts his/her notice of resignation or the Grantee's employer notifies the Grantee of termination of his/her employment or on the day the Grantee notifies his/her employer of his/her resignation or on the Grantee's last day of employment, whichever is the earlier; or

(b) bankruptcy of the Grantee, in which event the Option shall be automatically terminated on the date a receiving order is made against the Grantee by a court of competent jurisdiction; or

(c) winding up or liquidation of the Company, in which event the Option shall be automatically terminated on the following date:-

(i) in the case of a voluntary winding up, the date on which a provisional liquidator is appointed by the Company; or

(ii) in the case of an involuntary or compulsory winding up, the date on which a petition for winding up is served on the Company;

(d) termination of the Scheme pursuant to By-Law 19.7; or

(e) any other circumstances as may be determined by the ESOS Committee in its exercise of discretion;

whichever shall be applicable.

Upon the termination of the Options pursuant to these By-Law 14.1, the Grantee shall have no right to compensation or damages or any claim against the Company from any loss of any right or benefit or prospective right or benefit under the Scheme which he/she might otherwise have enjoyed, whether for wrongful dismissal or breach of contract or loss of office or otherwise howsoever arising from his/her ceasing to hold office or employment or from the suspension of his/her right to exercise his/her Options or his/her Options ceasing to be valid.

14.2 Notwithstanding By-Law 14.1 above, a Grantee may apply in writing to the ESOS Committee to be allowed to continue to hold and to exercise any Option held by him/her upon termination of employment with the Group in the following circumstances:-

(a) retirement upon or after attaining the age in accordance with the Company's retirement policy; or

(b) retirement before the age specified under the above said retirement policy, with the consent of his/her employer; or

(d) redundancy, retrenchment or voluntary separation scheme; or

(e) any Director not being re-elected during a general meeting of the Company; or

(f) transfer to any company outside the Group at the direction of the Company; or

APPENDIX I – DRAFT BY-LAWS (CONT'D)

(g) any other circumstance as may be deemed acceptable to the ESOS Committee.

14.3 Applications under By-Law 14.2 shall be made:-

(a) in a case where By-Law 14.2(a), (b), (e) or (g) is applicable, before the Grantee's last day of employment. The Grantee may exercise his/her Options at any time before his/her last day of employment subject to the provisions of By-Law 9. In the event that no application is received by the ESOS Committee before the Grantee's last day of employment, any Option held by the Grantee on his/her last day of employment shall be automatically terminated;

(b) in a case where By-Law 14.2(c) is applicable, within one (1) month after the Grantee notifies his/her employer of his/her resignation due to ill health, injury, physical or mental disability. The Grantee may exercise his/her Options within the said period of one (1) month subject to the provisions of By-Law 9. In the event that no application is received by the ESOS Committee within the said period, any Option held by the Grantee at the expiry of the said period shall be automatically terminated;

(c) in a case where By-Law 14.2(d) is applicable, within one (1) month after the Grantee is notified that he/she will be retrenched or, where he/she is given an offer by his/her employer as to whether he/she wishes to accept retrenchment upon certain terms, within one (1) month after he/she accepts such offer. The Grantee may exercise his/her Options within the said period of one (1) month subject to the provisions of By-Law 9. In the event that no application is received by the ESOS Committee within the said period, any Option held by the Grantee at the expiry of the said period shall be automatically terminated; and

(d) in a case where By-Law 14.2(f) is applicable, within one (1) month after the Grantee is notified that he/she will be transferred to a company outside the Group. The Grantee may exercise his/her Options within the said period of one (1) month subject to the provisions of By-Law 9. In the event that no application is received by the ESOS Committee within the said period, any Option held by the Grantee at the expiry of the said period shall be automatically terminated.

14.4 The ESOS Committee shall consider applications under By-Law 14.2 on a case-by-case basis and may at its discretion approve or reject any application in whole or in part without giving any reasons thereof and may impose any terms and conditions in granting an approval. The decision of the ESOS Committee shall be final and binding. In the event that the ESOS Committee approves an application in whole or in part, the Grantee may exercise the Options which are the subject of the approval within the period so approved by the ESOS Committee and subject to the provisions of By-Law 9. Any Options in respect of which an application is rejected shall be automatically terminated on the date of termination stipulated in the relevant paragraph of By-Law 14.3 or on the date of the ESOS Committee's decision, whichever is the later.

14.5 In the event that the ESOS Committee receives an application under By-Law 14.2 after the expiry of the relevant period under By-Law 14.3, the ESOS Committee shall take into account the reasons given by the Grantee for the delay in making the application, in exercising the ESOS Committee's discretion and powers under By-Law 14.4. In the event that the ESOS Committee approves the application in whole or in part, the Company shall make an Offer in respect of the unexercised Options which are the subject of approval to the Grantee and such Options offered, if accepted by the Grantee shall be exercisable:-

(a) only within the Option Period of those Options which were terminated due to the Grantee's delay in making the application;

APPENDIX I – DRAFT BY-LAWS (CONT'D)

(b) in accordance with the provisions of By-Law 9 as applicable in respect of such terminated Options; and
(c) at the Exercise Price applicable in respect of such terminated Options.

14.6 In the event a Grantee dies before the expiration of the Option Period and at the time of his/her death held unexercised Options, such unexercised Options may be exercised by the legal or personal representative(s) or heirs (as the case may be) of the deceased Grantee ("Representative") after the date of his/her death provided that such exercise shall be within the Option Period subject to the approval of the ESOS Committee. For the avoidance of doubt, in the event the Representative exercises such unexercised Options, the provisions of these By-Laws shall apply mutatis mutandis to the Representative.

15. ALTERATION OF SHARE CAPITAL

15.1 Subject to By-Law 15.5 hereof, in the event of any alteration in the capital structure of the Company during the Duration of the Scheme, whether by way of a rights issue, bonus issue or other capitalisation issue, consolidation or subdivision of Shares or reduction of capital or any other variation of capital howsoever, the Company shall cause such adjustment to be made to:-

(a) the Exercise Price;
(b) the number of Options and/or Exercise Price comprised in an Offer which is open for acceptance (but has yet to be accepted in accordance with the terms and conditions of the Offer and the ESOS); and/or
(c) the number of Options granted to each Grantee (excluding the Options already exercised),

for purposes of ensuring that the capital outlay to be incurred by a Grantee in subscribing for the same proportion of the Shares to which he/she was entitled prior to the event giving rise to such adjustment (i.e. not taking into account Options already exercised) shall remain unaffected.

Any adjustment (other than an adjustment pursuant to a bonus issue, subdivision or consolidation of shares) must be confirmed in writing by the external auditors or the Adviser of the Company.

15.2 The following provisions shall apply in relation to an adjustment which is made pursuant to By-Law 15.1:-

(a) any adjustment to the Exercise Price shall be rounded up to the nearest one (1) sen; and
(b) in determining a Grantee's entitlement to subscribe for new Shares, any fractional entitlements shall be rounded down to the nearest whole number.

15.3 Subject to By-Law 15.2, the Exercise Price and/or the number of Options granted to each Grantee so far unexercised shall from time to time be adjusted, calculated and determined by the ESOS Committee in accordance with the following relevant provisions in consultation with the external auditors or the Adviser of the Company:-

(a) If and whenever a Share by reason of any consolidation or subdivision or conversion shall have a different total number of issued Shares, the Exercise Price and/or the additional number of Options to be issued shall be adjusted, calculated or determined in the following manner:-

APPENDIX I - DRAFT BY-LAWS (CONT'D)

(i) New Exercise Price $= \operatorname{EP} \times \frac{\operatorname{FT}}{\operatorname{RT}}$
(ii) Additional number of Options $= \mathrm{T} \times \left( \frac{\mathrm{RT}}{\mathrm{FT}} \right) - \mathrm{T}$

Where:-

EP = Existing Exercise Price;

FT = Former number of total issued Shares before such consolidation, subdivision or conversion;

RT = Revised number of total issued Shares after such consolidation, subdivision or conversion; and

T = Existing number of Options held that remains unexercised.

Such adjustment will be effective from the close of business on the Market Day immediately preceding the date on which the consolidation or subdivision or conversion becomes effective (being the date when the Shares are traded on Bursa Securities at the new value), or such other period as may be prescribed by Bursa Securities.

(b) If and whenever the Company shall make any issue of new Shares to ordinary shareholders, by way of bonus issue or capitalisation of profits or reserves of the Company (whether of a capital or income nature), the Exercise Price shall be adjusted by multiplying it by the following fraction:-

$$
\frac {A}{A + B}
$$

and the additional number of Options to be issued shall be calculated as follows:-

Additional number of Options $= \mathrm{T} \times \left( \frac{\mathrm{A} + \mathrm{B}}{\mathrm{A}} \right) - \mathrm{T}$

Where:-

A = the aggregate number of issued Shares on the Entitlement Date;
B = the aggregate number of new Shares to be issued pursuant to any allotment to ordinary shareholders of the Company by way of bonus issue or capitalisation of profits or reserves of the Company (whether of a capital or income nature); and

T = T as in By-Law 15.3(a) above.

Such adjustment will be effective (if appropriate, retroactively) from the commencement of the next Market Day immediately following the Entitlement Date for such issue.

APPENDIX I - DRAFT BY-LAWS (CONT'D)

(i) a Capital Distribution (as defined below) to ordinary shareholders whether on a reduction of capital or otherwise (but excluding any cancellation of capital which is lost or unrepresented by available assets); or
(ii) any offer or invitation to ordinary shareholders whereunder they may acquire or subscribe new Shares by way of rights; or
(iii) any offer or invitation to ordinary shareholders by way of rights whereunder they may acquire or subscribe for securities convertible into new Shares or securities with rights to acquire or subscribe for new Shares attached thereto,

then and in respect of each such case, the Exercise Price shall be adjusted by multiplying it by the following fraction:-

$$
\frac {C - D}{C}
$$

and in respect of the case referred to in By-Law 15.3(c)(ii) hereof, the number of additional Options to be issued shall be calculated as follows:-

$$
\text{Additional number of Options} = T \times \left(\frac {C}{C - D ^ {*}}\right) - T
$$

Where:-

T = T as in By-Law 15.3(a) above;
C = the Current Market Price (as defined in paragraph (g) below) of one (1) Share on the Market Day immediately preceding the date on which the Capital Distribution or, as the case may be, the offer or invitation is publicly announced to Bursa Securities or (failing any such announcement) immediately preceding the date of the Capital Distribution or, as the case may be, of the offer or invitation; and

D = (aa) in the case of an offer or invitation to acquire or subscribe for new Shares under By-Law 15.3(c)(ii) above or for securities convertible into Shares or securities with rights to acquire or subscribe for new Shares under By-Law 15.3(c)(iii) above, the value of rights attributable to one (1) existing Share (as defined below); or

(bb) in the case of any other transaction falling within By-Law 15.3(c) hereof, the fair market value as determined by the external auditor or the Adviser of the Company of that portion of the Capital Distribution attributable to one (1) existing Share; and

D* = The “value of rights attributable to one (1) existing Share” (as defined below).

APPENDIX I - DRAFT BY-LAWS (CONT'D)

For the purpose of definition (aa) of "D" above, the "value of rights attributable to one (1) existing Share" shall be calculated in accordance with the formula:-

$$
\frac {C - E}{F + 1}
$$

Where:-

C = C as in By-Law 15.3(c) above;

E = the subscription price for one (1) additional Share under the terms of such offer or invitation or one (1) additional security convertible into Shares or one (1) additional security with rights to acquire or subscribe for Shares; and

F = the number of existing Shares which is necessary to hold in order to be offered or invited to acquire or subscribe for one (1) additional Share or security convertible into Shares or one (1) additional security with rights to acquire or subscribe for Shares.

For the purpose of definition $D^*$ above, the "value of the rights attributable to one (1) existing Share" shall be calculated in accordance with the formula:

$$
\frac {C - E ^ {}}{F ^ {} + 1}
$$

Where:-

C = C as in By-Law 15.3(c) above;

E* = the subscription price for one (1) additional Share under the terms of such offer or invitation to acquire or subscribe for Shares; and

F* = the number of existing Shares which is necessary to hold in order to be offered or invited to acquire or subscribe for one (1) additional Share.

T = T as in By-Law 15.3(a) above.

For the purpose of By-Law 15.3(c) hereof, "Capital Distribution" shall (without prejudice to the generality of that expression) include distributions in cash or specie or by way of issue of new Shares (not falling under By-Law 15.3(b) hereof) or other securities by way of capitalisation of profits or reserves of the Company (whether of a capital or income nature and including any capital redemption reserve fund).

Any dividend charged or provided for in the audited accounts of the Company for any period shall (whenever paid and howsoever described) be deemed to be a Capital Distribution unless it is paid out of the aggregate of the net profits attributable to the ordinary shareholders as shown in the audited statement of comprehensive income of the Company for any period as shown in the audited statement of comprehensive income of the Company.

Each such adjustment will be effective (if appropriate, retroactively) from the commencement of the next Market Day immediately following the Entitlement Date for such issue.

APPENDIX I - DRAFT BY-LAWS (CONT'D)

(d) If and whenever the Company makes any allotment to its ordinary shareholders as provided in By-Law 15.3(b) above and also makes any offer or invitation to its ordinary shareholders as provided in By-Law 15.3(c)(ii) or (iii) above and the Entitlement Date for the purpose of the allotment is also the Entitlement Date for the purpose of the offer or invitation, the Exercise Price shall be adjusted by multiplying it by the following fraction:-

$$
\frac {(\mathrm {G} \times \mathrm {C}) + (\mathrm {H} \times \mathrm {I})}{(\mathrm {G} + \mathrm {H} + \mathrm {B}) \times \mathrm {C}}
$$

and where the Company makes any allotment to its ordinary shareholders as provided in By-Law 15.3(b) above and also makes any offer or invitation to its ordinary shareholders as provided in By-Law 15.3(c)(ii) above and the Entitlement Date for the purpose of the allotment is also the Entitlement Date for the purpose of the offer or invitation, the number of additional Options to be issued shall be calculated as follows:-

$$
\text {Additional number of Options} = \quad T \times \left(\frac {(G + H ^ {} + B) \times C}{(G \times C) + (H ^ {} \times I ^ {*})}\right) - T
$$

Where:-

B = B as in By-Law 15.3(b) above;
C = C as in By-Law 15.3(c) above;
G = the aggregate number of issued Shares on the Entitlement Date;
H = the aggregate number of new Shares under an offer or invitation to acquire or subscribe for Shares by way of rights or under an offer or invitation by way of rights to acquire or subscribe for securities convertible into Shares or rights to acquire or subscribe for Shares, as the case may be;
$\mathsf{H}^ =$ the aggregate number of Shares under an offer or invitation to acquire or subscribe for Shares by way of rights;
I = the subscription price of one (1) additional Share under the offer or invitation to acquire or subscribe for Shares or the exercise price on conversion of such securities or exercise of such rights to acquire or subscribe for one (1) additional Share, as the case may be;
$\mathsf{I}^ =$ the subscription price of one (1) additional Share under the offer or invitation to acquire or subscribe for Shares; and
T = T as in By-Law 15.3(a) above.

Such adjustment will be effective (if appropriate, retroactively) from the commencement of the next Market Day immediately following the Entitlement Date for such issue.

(e) If and whenever the Company makes any offer or invitation to its ordinary shareholders to acquire or subscribe for Shares as provided in By-Law 15.3(c)(ii) above together with an offer or invitation to acquire or subscribe for securities convertible into new Shares or securities with rights to acquire or subscribe for Shares as provided in By-Law 15.3(c)(iii) above and the Entitlement Date for the purpose of the allotment is also the Entitlement Date for the purpose of the offer or invitation, the Exercise Price shall be adjusted by multiplying it by the following fraction:-

APPENDIX I - DRAFT BY-LAWS (CONT'D)

$$
\frac {(\mathrm {G} \times \mathrm {C}) + (\mathrm {H} \times \mathrm {I}) + (\mathrm {J} \times \mathrm {K})}{(\mathrm {G} + \mathrm {H} + \mathrm {J}) \times \mathrm {C}}
$$

and the number of additional Options to be issued shall be calculated as follows:-

$$
\text {Additional number of Options} = \mathrm {T} \times \left(\frac {\left(\mathrm {G} + \mathrm {H} ^ {}\right) \times \mathrm {C}}{\left(\mathrm {G} \times \mathrm {C}\right) + \left(\mathrm {H} ^ {} \times \mathrm {I} ^ {*}\right)}\right) - \mathrm {T}
$$

Where:-

C = C as in By-Law 15.3(c) above;
G = G as in By-Law 15.3(d) above;
H = H as in By-Law 15.3(d) above;
$\mathsf{H}^{} = \mathsf{H}^{}$ as in By-Law 15.3(d) above;
$\mathsf{I} = \mathsf{I}$ as in By-Law 15.3(d) above;
$\mathsf{I}^{} = \mathsf{I}^{}$ as in By-Law 15.3(d) above;
J = the aggregate number of Shares to be issued to its ordinary shareholders upon conversion of such securities or exercise of such rights to subscribe for Shares by the ordinary shareholders;
K = the exercise price on conversion of such securities or exercise of such rights to acquire or subscribe for one (1) additional Share; and
T = T as in By-Law 15.3(a) above.

Such adjustment will be effective (if appropriate, retroactively) from the commencement of the next Market Day immediately following the Entitlement Date for the above transactions.

(f) If and whenever the Company makes an allotment to its ordinary shareholders as provided in By-Law 15.3(b) above and also makes an offer or invitation to acquire or subscribe for Shares to its ordinary shareholders as provided in By-Law 15.3(c)(ii) above, together with rights to acquire or subscribe for securities convertible into new Shares or with rights to acquire or subscribe for Shares as provided in By-Law 15.3(c)(iii) above, and the Entitlement Date for the purpose of allotment is also the Entitlement Date for the purpose of the offer or invitation, the Exercise Price shall be adjusted by multiplying it by the following fraction:-

$$
\frac {(\mathrm {G} \times \mathrm {C}) + (\mathrm {H} \times \mathrm {I}) + (\mathrm {J} \times \mathrm {K})}{(\mathrm {G} + \mathrm {H} + \mathrm {J} + \mathrm {B}) \times \mathrm {C}}
$$

and the number of additional Options to be issued shall be calculated as follows:-

$$
\text {Additional number of Options} = \mathrm {T} \times \left(\frac {(\mathrm {G} + \mathrm {H} ^ {} + \mathrm {B}) \times \mathrm {C}}{(\mathrm {G} \times \mathrm {C}) + (\mathrm {H} ^ {} \times \mathrm {I} ^ {*})}\right) - \mathrm {T}
$$

Where:-

B = B as in By-Law 15.3(b) above;

APPENDIX I - DRAFT BY-LAWS (CONT'D)

C = C as in By-Law 15.3(c) above;
G = G as in By-Law 15.3(d) above;
H = H as in By-Law 15.3(d) above;
H = H as in By-Law 15.3(d) above
I = I as in By-Law 15.3(d) above;
I = I as in By-Law 15.3(d) above
J = J as in By-Law 15.3(e) above;
K = K as in By-Law 15.3(e) above; and
T = T as in By-Law 15.3(a) above.

Such adjustment will be effective (if appropriate, retroactively) from the commencement of the next Market Day immediately following the Entitlement Date for the above transactions.

(g) For the purpose of By-Laws 15.3(c), (d), (e) and (f), the Current Market Price in relation to one (1) existing Share for any relevant day shall be the volume weighted average of the last traded prices for the five (5) consecutive Market Days before such date or during such other period as may be determined in accordance with any guidelines issued, from time to time, by the relevant authorities.

Such adjustments must be confirmed in writing by the external auditors of the Company for the time being or the Adviser (acting as experts and not as arbitrators), upon reference to them by the ESOS Committee, to be in their opinion, fair and reasonable, PROVIDED ALWAYS THAT:-

(i) any adjustment to the Exercise Price shall be rounded up to the nearest one (1) sen;
(ii) in the event that a fraction of a new Share arising from the adjustment referred to in these By-Laws would otherwise be required to be issued upon the exercise of an Option by the Grantee, the Grantee's entitlement shall be rounded down to the nearest whole number;
(iii) upon any adjustment being made pursuant to these By-Laws, the ESOS Committee shall, within thirty (30) calendar days of the effective date of the alteration in the capital structure of the Company, notify the Grantee (or his/her Representative where applicable) in writing informing him of the adjusted Exercise Price thereafter in effect and/or the revised number of Options to be issued; and
(iv) any adjustments made must be in compliance with the provisions for adjustment as provided in these By-Laws.

Notwithstanding the foregoing, any adjustments to the Exercise Price and/or the number of Options to be issued so far as unexercised arising from bonus issues, need not be confirmed in writing by the external auditors of the Company or the Adviser.

15.4 Save as expressly provided herein, the external auditors or the Adviser must confirm in writing that the adjustments are in their opinion fair and reasonable. The opinion of the external auditors or the Adviser shall be final, binding and conclusive.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

15.5 The provisions of By-Law 15 shall not be applicable where an alteration in the capital structure of the Company arises from any of the following:-

(a) an issue of Shares pursuant to the exercise of Options under the Scheme or any further issue of Shares or other securities of the Company or rights to acquire or subscribe for Shares to officers, including Directors or employees of the Group pursuant to purchase schemes or option schemes approved by the Shareholders in a general meeting; or

(b) an issue of Shares or other securities convertible into Shares or securities with rights to acquire or subscribe for Shares or other securities, in any such case in consideration or part consideration for or in connection with the acquisition of any other securities, assets or business; or

(c) an issue of Shares or other securities convertible into Shares or other securities with rights to acquire or subscribe for Shares or other securities to Bumiputra investors pursuant to a special issue approved and required by the relevant authorities; or

(d) an issue of Shares or other securities convertible into Shares or other securities with rights to acquire or subscribe for Shares pursuant to a private placement or restricted issue or special issue; or

(e) an issue of Shares arising from the exercise of any conversion rights attached to securities convertible to Shares or upon exercise of any other rights including warrants, convertible loan stocks (if any) or other instruments issued by the Company; or

(f) a purchase by the Company of its own Shares and cancellation or sale of all or a portion of such Shares purchased, pursuant to Section 127 of the Act; or

(g) an issue of further Options to Eligible Persons under these By-Laws of the Scheme; or

(h) an issue of Shares pursuant to a dividend reinvestment scheme undertaken in accordance with the Listing Requirements.

15.6 In the event that the Company enters into any scheme of arrangement or reconstruction pursuant to Subdivision 2 of Division 7 of Part III of the Act, By-Law 15.1 shall be applicable in respect of such part(s) of the scheme which involve(s) any alteration(s) in the capital structure of the Company, but By-Law 15.1 shall not be applicable in respect of such part(s) of the scheme which involve(s) any alteration(s) in the capital structure of the Company to which By-Law 15.1 is not applicable as described in By-Law 15.5.

15.7 An adjustment pursuant to By-Law 15.1 shall be made according to the following terms:-

(a) In the case of a rights issue, bonus issue or other capitalisation issue, on the next Market Day immediately following the Entitlement Date in respect of such issue; or

(b) In the case of a consolidation or subdivision of Shares or reduction of capital, on the close of business on the Market Day immediately preceding the date on which the consolidation or subdivision or capital reduction becomes effective (being the date when the sub-divided or consolidated or reduced number of Shares, as the case may be are traded on Bursa Securities), or such period as may be prescribed by Bursa Securities.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

Upon any adjustment being made, the ESOS Committee shall give notice in writing within thirty (30) days from the date of adjustment to the Grantee, or his/her Representative where the Grantee is deceased, to inform him/her of the adjustment and the event giving rise thereto.

15.8 Notwithstanding the provisions referred to in these By-Laws, the ESOS Committee may exercise its discretion to determine whether any adjustments to the Exercise Price and/or the number of Options be calculated on a different basis or date or should take effect on a different date or that such adjustments be made to the Exercise Price and/or the number of Options notwithstanding that no such adjustment formula has been explicitly set out in these By-Laws in consultation with the Adviser and certified by the external auditors when the adjustment is made.

16 TAKE-OVERS AND MERGERS, SCHEMES OF ARRANGEMENT, AMALGAMATIONS AND RECONSTRUCTIONS

16.1 In the event of:-

(a) a take-over offer being made for, under the Malaysian Code on Take-Overs and Mergers 2016 and Rules on Take-Overs, Mergers and Compulsory Acquisitions (or any replacement thereof), to acquire the whole of the issued ordinary share capital of the Company (or such part thereof not at the time held by the person making the take-over offer ("Offeror") or any persons acting in concert with the Offeror), a Grantee will be entitled within such period to be determined by the ESOS Committee, to exercise all or any part of his/her Options and the Board shall use their best endeavours to procure that such a general offer be extended to the new Shares that may be issued pursuant to the exercise of the Options under these By-Laws; or

(b) The Offeror becoming entitled or bound to exercise the right of compulsory acquisition of new Shares under the provisions of any applicable statutes, rules and/or regulations and gives notice to the Grantee that it intends to exercise such rights on a specific date ("Specified Date"), the Grantee will be entitled to exercise all or any part of his/her Options from the date of service of the said notice to the Grantee until the expiry of the Specified Date.

In the foregoing circumstances, if the Grantee fails to exercise his/her Options or elects to exercise only in respect of a portion of such Shares, then any Options to the extent unexercised by the expiry of the periods stipulated in the aforesaid circumstances shall automatically lapse and be null and void.

16.2 Notwithstanding the provisions of By-Law 9 and subject to the discretion of the ESOS Committee, in the event of the court sanctioning a compromise or arrangement between the Company and its creditors and members proposed for the purpose of, or in connection with, a scheme of arrangement and reconstruction of the Company under Section 366 of the Act or its amalgamation with any other company or companies under Section 370 or any other provisions of the Act or the Company decided to merge with other company or companies, a Grantee may be entitled to exercise all or any part of his/her Options which remain unexercised at any time commencing from the date upon which the compromise or arrangement is sanctioned by the court until the date upon which such compromise or arrangement becomes effective PROVIDED ALWAYS THAT no Option shall be exercised after the expiry of the Option Period. Upon the compromise or arrangement becoming effective, all unexercised Options shall automatically lapse and become null and void and of no further force and effect.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

17. DIVESTMENT FROM AND TRANSFER TO/FROM THE GROUP

17.1 If a Grantee is in the employment of a company within the Group and such company is subsequently divested, wholly or in part, from the Group, then the ESOS Committee will have the right to determine at its discretion whether or not the Grantee:-

(a) will be entitled to continue to hold and to exercise all the unexercised or partially exercised Options which were granted to him/her under the Scheme within a period which will be decided by the ESOS Committee, failing which the right of such Grantee to subscribe for that number of new Shares or any part thereof granted under such unexercised or partially exercised Option(s) shall automatically lapse and be null and void and of no further force and effect upon the expiry of the relevant period; and

(b) shall be eligible to participate for further grants of Options under the Scheme.

17.2 For the purposes of By-Law 17.1, a company shall be deemed to be divested from the Group or disposed of from the Group if it ceases to be a subsidiary of the Company within the meaning of to Section 4 of the Act.

17.3 In the event that:-

(a) an employee who was employed in a company which is related to the Company pursuant to Section 7 of the Act (that is to say, a company which does not fall within the definition of 'the Group') and is subsequently transferred from such company to any company within the Group; or

(b) an employee who was in the employment of a company which subsequently becomes a member of the Group as a result of a restructuring or acquisition exercise or otherwise involving the Company and/or any company within the Group with the company referred to in paragraph (a) above;

(the first abovementioned company in (a) and (b) herein referred to as the "Previous Company"), such an employee of the Previous Company will be eligible to participate in this Scheme prior to the Date of Expiry, if the affected employee becomes an 'Eligible Person' within the meaning under these By-Laws.

For the avoidance of doubt, in the event of any acquisition or incorporation of any company into the Group pursuant to part (b) above as a subsidiary as defined in Section 4 of the Act or any other statutory regulation in place thereof during the Duration of the Scheme, the Scheme shall apply to the employees of such company on the date of such company becomes a subsidiary of the Group (provided that such subsidiary is not dormant) falling within the meaning of the expression of 'Eligible Person' under By-Law 2.1 and the provisions of the By-Laws shall apply.

18. WINDING-UP

All outstanding Options shall be automatically terminated and be of no further force and effect in the event a resolution is passed or a court order is made for the winding-up of the Company commencing from the date of such resolution or the date of the court order. In the event a petition is presented in court for the winding-up or liquidation of the Company, all rights to exercise the Options shall automatically be suspended from the date of the presentation of the petition. Conversely, if the petition for winding-up is dismissed by the court, the right to exercise the Options shall accordingly be reinstated.

APPENDIX I - DRAFT BY-LAWS (CONT'D)

19. DURATION, TERMINATION AND EXTENSION OF SCHEME

19.1 The Effective Date for the implementation of the Scheme shall be the date of full compliance with all relevant requirements in the Listing Requirements, including the last of the following approvals and/or conditions having obtained and/or complied with:

(a) submission of the final copy of the By-Laws to Bursa Securities together with a letter of compliance pursuant to Paragraph 6.43(2) and Paragraph 2.12 of the Listing Requirements and a checklist showing compliance with Appendix 6E of the Listing Requirements;

(b) receipt of the approval or approval-in-principle from Bursa Securities, as the case may be, for the listing of and quotation for the total number of new Shares to be issued pursuant to the exercise of Options granted under the Scheme;

(d) receipt of the approval of any other relevant authorities whose approvals are necessary in respect of the Scheme, if so applicable; and

(e) fulfilment of all conditions attached to any of the abovementioned approvals, if any.

19.2 The Adviser of the Company shall submit a confirmation letter to Bursa Securities of full compliance with the relevant requirements of Bursa Securities stating the Effective Date of implementation of the Scheme together with a certified true copy of the relevant resolution passed by the shareholders of the Company in the general meeting. The confirmation letter shall be submitted to Bursa Securities no later than five (5) Market Days after the Effective Date.

19.3 The Scheme shall be in force for a duration of five (5) years from the Effective Date, provided always that on or before the expiry thereof, the Board shall have the absolute discretion, without the approval of the Company's shareholders in a general meeting, to extend the duration of the Scheme (as the Board may deem fit) for up to a further five (5) years provided that the Company shall serve appropriate notices on each Grantee within thirty (30) days prior to the Date of Expiry and/or make the necessary announcements to Bursa Securities (if required). Any extended Scheme under this provision shall be implemented in accordance with the terms of these By-Laws, subject however to any revisions and/or changes to the relevant laws and/or regulations then in force.

For avoidance of doubt, the duration of the Scheme shall not in aggregate exceed ten (10) years from the Effective Date.

19.4 An Offer can only be made during the Duration of the Scheme before 5.00 p.m. on the Date of Expiry.

19.5 Notwithstanding anything to the contrary, all unexercised or partially exercised Options shall lapse at 5.00 p.m. on the Date of Expiry.

19.6 The Scheme may be terminated by the ESOS Committee at any time before the Date of Expiry PROVIDED THAT the Company makes an announcement immediately to Bursa Securities. The announcement shall include:-

(a) the effective date of termination ("Termination Date");

(b) the number of Shares vested under the Scheme; and

APPENDIX I – DRAFT BY-LAWS (CONT'D)

19.7 In the event of termination as stipulated in By-Law 19.6 above, the following provisions shall apply:-

(a) no further Offer shall be made by the ESOS Committee from the Termination Date;
(b) all Offers which have yet to be accepted by Eligible Persons shall automatically lapse on the Termination Date; and
(c) all outstanding Options which have yet to be exercised by Grantees and/or vested (if applicable) shall be automatically terminated on the Termination Date.

19.8 Approval or consent of the shareholders of the Company by way of a resolution in an EGM and written consent of Grantees who have yet to exercise their Options are not required to effect a termination of the Scheme unless otherwise required by the Listing Requirements and/or other applicable laws.

20. ADMINISTRATION

20.1 The Scheme shall subject to these By-Laws be administered by the ESOS Committee. The ESOS Committee shall, subject to these By-Laws, administer the Scheme in such manner as it shall think fit and with such powers and duties as are conferred upon it by the Board. The decision of the ESOS Committee shall be final and binding.

20.2 Without limiting the generality of By-Law 20.1, the ESOS Committee may, for the purpose of administering the Scheme, do all acts and things, execute all documents and delegate any of its powers and duties relating to the Scheme as it may at its discretion consider to be necessary or desirable for giving effect to the Scheme including the powers to:-

(a) subject to the provisions of the Scheme, construe and interpret the Scheme and Options granted under it, to define the terms therein and to recommend to the Board to establish, amend and revoke rules and regulations relating to the Scheme and its administration. The ESOS Committee in the exercise of these power may correct any defect, supply any omission, or reconcile any inconsistency in the Scheme or in any agreement providing for an Option in a manner and to the extent it deems necessary to expedite and make the Scheme fully effective; and
(b) determine all questions of policy and expediency that may arise in the administration of the Scheme and generally exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interests of the Company.

20.3 The Board shall have power at any time and from time to time to approve, rescind and/or revoke the appointment of any person in the ESOS Committee as it shall deem fit.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

21. MODIFICATION, VARIATION AND/OR AMENDMENT TO THE SCHEME

21.1 Subject to By-Law 21.2, the ESOS Committee may at any time and from time to time recommend to the Board any additions, modifications or amendments to or deletions of these By-Laws as it shall at its discretion think fit, subject to the provisions of any guidelines on employees' share option scheme/ share issuance schemes stipulated under the Listing Requirements and/or any other relevant regulatory authority in relation to employees' share option scheme/ share issuance scheme, and the Board shall have the power at any time and from time to time by resolution to add to, amend, modify and/or delete all or any of these By-Laws upon such recommendation by the ESOS Committee subject to the Company submitting the amended By-Laws and a confirmation letter to Bursa Securities each time an amendment and/or modification is made, stating that the amendment and/or modification is in compliance with the provisions of the Listing Requirements pertaining to employees' share option scheme/ share issuance scheme and the Rules of Bursa Depository.

21.2 Subject to By-Law 21.3, the approval of the shareholders of the Company in general meeting shall not be required in respect of additions, modifications or amendments to or deletions of these By-Laws PROVIDED THAT no additions, modifications or amendments to or deletions of these By-Laws shall be made which would:-

(a) prejudice any rights which would have accrued to any Grantee without the prior consent or sanction of that Grantee;

(b) increase the number of Shares available under the Scheme beyond the maximum imposed under By-Law 3.1;

(d) alter any matter which are required to be contained in the By-laws by virtue of the Listing Requirements to the advantage of the Eligible Person and/or Grantee.

21.3 For the purpose of complying with the provisions of the Listing Requirements, By-Laws 3, 4, 5, 7, 9, 10, 11, 12, 13, 15, 18 and 19 shall not be amended or altered in any way whatsoever for the advantage of Eligible Persons or Grantees without the prior approval of shareholders obtained at a general meeting unless allowed otherwise by the provisions of the Listing Requirements.

21.4 The Grantees shall be given written notices in the term prescribed by the ESOS Committee from time to time in the event of any conditions, amendments to and/or modifications of these By-Laws within fourteen (14) Market Days of any of the foregoing taking effect.

22. INSPECTION OF ACCOUNTS

All Grantees are entitled to inspect the latest audited financial statements of the Company, which shall be made available on Bursa Securities' website as well as the Company's website and at the registered office of the Company during normal business hours on any working day of the registered office of the Company.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

23. SCHEME NOT A TERM OF EMPLOYMENT

This Scheme shall not confer or be construed to confer on an Eligible Person any special rights or privileges over the Eligible Person's terms and conditions of employment in the Group under which the Eligible Person is employed nor any rights additional to any compensation or damages that the Eligible Person may be normally entitled to arising from the cessation of such employment. The Scheme shall not form part of or constitute or be in any way construed as a term or condition of employment of any Eligible Person of the Group.

24. NO COMPENSATION FOR TERMINATION

No Eligible Persons shall be entitled to any compensation for damages arising from the termination of any Options or this Scheme pursuant to the provisions of these By-Laws. Notwithstanding any provisions of these By-Laws:

(a) this Scheme shall not form part of any contract of employment between the Company or any company within the Group and any Eligible Person of any company of the Group. The rights of any Eligible Person under the terms of his/her office and/or employment with any company within the Group shall not be affected by his/her participation in the Scheme, nor shall such participation or the Offer or consideration for the Offer afford such Eligible Person any additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

(b) this Scheme shall not confer on any person any legal or equitable right or other rights under any other theory of law (other than those constituting the Options) against the Company or any company of the Group, directly or indirectly, or give rise to any course of action in law or in equity or under any other theory of law against any company within the Group;

(c) no Grantee or his/her Representative shall bring any claim, action or proceeding against any company of the Group, the ESOS Committee or any other party for compensation, loss or damages whatsoever and howsoever arising from the suspension/cancellation of his/her rights/exercise of his/her Options or his/her rights/ Options ceasing to be valid pursuant to the provisions of these By-Laws; and

(d) the Company, the Board or the ESOS Committee shall in no event be liable to the Grantee or his/her Representative or any other person or entity for any third party claim, loss of profits, loss of opportunity, loss of savings or any punitive, incidental or consequential damage, including without limitation lost profits or savings, directly or indirectly arising from the breach or non-performance of these By-Laws or any loss suffered by reason of any change in the price of the Shares or from any other cause whatsoever whether known or unknown, contingent, absolute or otherwise, whether based in contract, tort, equity, indemnity, breach of warranty or otherwise and whether pursuant to common law, statute, equity or otherwise, even if any company of the Group, the Board or the ESOS Committee has been advised of the possibility of such damage.

25. DISPUTES

25.1 In case any dispute or difference shall arise between the ESOS Committee and an Eligible Person or a Grantee or in the event of an appeal by an Eligible Person, as the case may be, as to any matter of any nature arising hereunder, such dispute or appeal must have been referred to and received by the ESOS Committee during the Duration of the Scheme, then the ESOS Committee shall determine such dispute or difference by a written decision (without the obligation to give any reason thereof) given to the Eligible Person and/or Grantee, as the case may be PROVIDED THAT where the dispute or difference is raised by a member of the ESOS Committee, the said member shall abstain from voting in respect of the decision of the ESOS Committee in that

APPENDIX I – DRAFT BY-LAWS (CONT'D)

instance. In the event the Eligible Person or Grantee, as the case may be, shall dispute the same by written notice to the ESOS Committee within fourteen (14) days of the receipt of the written decision, then such dispute or difference shall be referred to the Board, whose decision shall be final and binding in all respects, provided that any Director of the Company who is also in the ESOS Committee shall abstain from voting and no person shall be entitled to dispute any decision or certification which is stated to be final and binding under these By-Laws. Notwithstanding anything herein to the contrary, any costs and expenses incurred in relation to any dispute or difference or appeal brought by any party to the ESOS Committee shall be borne by such party.

25.2 Notwithstanding the foregoing provisions of By-Law 25.1 above, matters concerning adjustments made pursuant to By-Law 15 shall be referred to external auditors of the Company or the Adviser of the Company who shall act as experts and not as arbitrators and whose decision shall be final and binding in all respects.

26. COSTS AND EXPENSES

Unless otherwise stipulated by the Company in the Offers, all fees, costs and expenses incurred in relation to the Scheme including but not limited to the fees, costs and expenses relating to the issue and allotment and/or transfer of the Shares pursuant to the exercise of Options, shall be borne by the Company. Notwithstanding this, the Grantee shall bear any fees, costs and expenses incurred in relation to his/her acceptance of the Offers and exercise of the Options under the Scheme.

27. CONSTITUTION

In the event of a conflict between any of the provisions of these By-Laws and the Constitution, the Constitution shall at all times prevail.

28. TAXES

All taxes (including income tax), if any, arising from the exercise of any Options, including the transfer, issuance and allotment of Shares under the Scheme shall be borne by the Grantee.

29. LISTING OF AND QUOTATION FOR NEW SHARES

29.1 Upon the exercise of any Options in accordance with By-Law 9, the Company shall, subject to it having obtained the prior written approval of Bursa Securities and/or other relevant authorities, and making applications to Bursa Securities for the listing of and quotation for such new Shares, use its best endeavours to obtain permission for the dealing of such new Shares.

29.2 The Company and the ESOS Committee shall not under any circumstances be held liable for any costs, losses and damages whatsoever and however relating to the delay on the part of the Company in allotting and issuing the Shares or in procuring Bursa Securities to list the Shares for which the Grantee is entitled to subscribe.

30. NOTICE

30.1 Any notice under the Scheme required to be given to or served upon the ESOS Committee by an Eligible Person or Grantee or any correspondence to be made between an Eligible Person or Grantee to the ESOS Committee shall be given or made in writing and either delivered by hand or sent to the ESOS Committee or the Company by facsimile or ordinary post. Notwithstanding the foregoing, proof of posting shall not be evidence of receipt of the letter.

APPENDIX I – DRAFT BY-LAWS (CONT'D)

30.2 Any notice or request which the Company is required to give, or may desire to give, to any Eligible Person or the Grantee pursuant to the Scheme shall be in writing and shall be deemed to be sufficiently given:-

(a) It is sent by ordinary post by the Company to the Eligible Person or the Grantee at the last address known to the Company as being his/her address, such notice or request shall be deemed to have been received three (3) Market Days after posting;

(b) It is delivered by hand to the Eligible Person of the Grantee, such notice or request shall be deemed to have been received on the date of delivery; and

(c) If it is sent by electronic media, including but not limited to electronic mail, to the Eligible Person of the Grantee, such notice or request shall be deemed to have been received upon confirmation or notification received after the sending of notice or request by the Company.

Any change of address of the Eligible Person or the Grantee shall be communicated in writing to the Company.

30.3 Where any notice which the Company or the ESOS Committee is required to give, or may desire to give, in relation to matters which may affect all the Eligible Persons or the Grantees (as the case may be) pursuant to the Scheme, the Company or the ESOS Committee may give such notice through an announcement to all employees of the Group to be made in such manner deemed appropriate by the ESOS Committee (including via electronic media). Upon the making of such an announcement, the notice to be made under By-Law 30.2 shall be deemed to be sufficiently given, served or made to all affected Eligible Persons or Grantees, as the case may be.

SEVERABILITY

Any term, condition, stipulation or provision in these By-Laws which is or becomes illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other term, condition, stipulation or provision herein contained.

DISCLOSURES IN ANNUAL REPORT

The Company will make such disclosures pertaining to the Scheme in its annual report from time to time if required by the Listing Requirements.

SUBSEQUENT EMPLOYEES' SHARE OPTION SCHEME/ SHARE ISSUANCE SCHEME

Subject to the approval of Bursa Securities and any other relevant authorities, the Company may implement more than one (1) scheme provided that the aggregate number of Shares available under all the schemes does not breach the maximum limit prescribed in the prevailing guidelines issued by Bursa Securities, the Listing Requirements and any other relevant authorities as amended from time to time.

ERRORS AND OMISSIONS

34.1 If in consequence of an error or omission, the ESOS Committee discovers/determines that:-

APPENDIX I – DRAFT BY-LAWS (CONT'D)

(a) an Eligible Person who was selected by the ESOS Committee/Company has not been given the opportunity to participate in the Scheme on any occasion; or
(b) the number of Shares allotted and issued and/or transferred to any Eligible Person (including those allotted and issued and/or transferred pursuant to an exercise of Option) on any occasion is found to be incorrect;

and such error or omission cannot be corrected within the relevant period specified in the Scheme, the ESOS Committee may do all such acts and things to rectify such error or omission and ensure that the Eligible Person is given the opportunity to participate in the Scheme and/or the aggregate number of Shares to which the Eligible Person is correctly entitled to.

35. GOVERNING LAW AND JURISDICTION

The Scheme, these By-Laws, all Offers made and Options granted and actions taken under the Scheme shall be governed by and construed in accordance with the laws of Malaysia. The Eligible Persons, by accepting the Offer in accordance with these By-Laws and terms of the Scheme and the Constitution, irrevocably submit to the exclusive jurisdiction of the courts in Malaysia.

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APPENDIX II – FURTHER INFORMATION

RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board and the Directors collectively and individually accept full responsibility for the completeness and accuracy of the information given in this Circular and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements contained in this Circular or other facts, the omission of which would make any statement in this Circular false or misleading.

CONSENT AND CONFLICT OF INTEREST

The written consent of Berjaya Securities, being the Principal Adviser for the Proposed ESOS, for the inclusion of its name and all references thereto in the form and context in which it appears in this Circular has been given and has not been subsequently withdrawn before the issuance of this Circular.

Berjaya Securities is not aware of any existing conflict of interest which exist or is likely to exist in relation to its role as the Principal Adviser for the Proposed ESOS.

MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES

Material commitments

As at the LPD, the Board confirmed that there are no other material commitments incurred or known to be incurred by the Group.

Contingent liabilities

As at the LPD, the Board confirmed that there are no contingent liabilities incurred or known to be incurred by the Group which, upon becoming due or enforceable, may have a material impact on the financial results or position of the Group.

MATERIAL LITIGATION, CLAIMS AND ARBITRATION

As at the LPD, the Board confirmed that the Group is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has or would have a material and adverse effect on the financial position or business of the Group and the Board confirmed that there are no proceedings pending or threatened against the Group or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of the Group.

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APPENDIX II - FURTHER INFORMATION (CONT'D)

5. HISTORICAL SHARE PRICES

The monthly highest and lowest market prices of the Shares as transacted on Bursa Securities for the past 12 months preceding the date of this Circular are as follows:-

	High	Low
	RM	RM
2025
May	0.500	0.380
June	0.420	0.320
July	0.400	0.360
August	0.400	0.345
September	0.390	0.360
October	0.475	0.360
November	0.415	0.380
December	0.560	0.380
2026
January	0.455	0.335
February	0.440	0.360
March	0.390	0.330
April	0.400	0.325
Last transacted market price on 23 April 2026(1)	0.330
Last transacted market price on the LPD	0.340

Note:-
(1) Prior to the first announcement of the Proposed ESOS on 24 April 2026, the last Market Day in which there was trading in the Shares was 21 April 2026. There was no trading in the Shares on 22 to 23 April 2026.

(Source: Bloomberg)

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the Company at Suite 9D, Level 9, Menara Ansar, 65, Jalan Trus, 80888 IIBD, Johor Darul Takzim during normal business hours from Monday to Friday (except public holidays) following the date of this Circular up to and including the date of the EGM:-

(i) the Constitution of the Company;
(ii) audited consolidated financial statements of the Company for the FYE 31 December 2023, FYE 31 December 2024 and FYE 31 December 2025;
(iii) draft By-Laws as set out in Appendix I of this Circular; and
(iv) letter of consent referred to in Section 2 of this Appendix II.

KIA LIM

KIA LIM BERHAD

(Registration No. 199501013667 (342868-P))

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Kia Lim Berhad ("KIA LIM" or the "Company") ("EGM") will be held at The Katerina Hotel, 8, Jalan Zabedah, 83000 Batu Pahat, Johor Darul Takzim on Thursday, 28 May 2026 at 1.00 p.m. or immediately upon the conclusion or adjournment (as the case may be) of the 31st Annual General Meeting of the Company (which will be held at the same venue on the same day at 12.00 p.m.), whichever is later, to consider and, if thought fit, passing the following resolutions with or without modifications:-

ORDINARY RESOLUTION 1

PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") ("SCHEME") INVOLVING UP TO 15% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) FOR ELIGIBLE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES ("PROPOSED ESOS")

"THAT subject to the approval of all relevant authorities and parties being obtained, where required, including but not limited to the approval of Bursa Malaysia Securities Berhad ("Bursa Securities") for the listing of and quotation for such number of new ordinary shares in the Company ("Shares"), representing up to 15% of the total number of issued shares of the Company (excluding treasury shares, if any) to be issued arising from the exercise of the options granted under the Proposed ESOS ("ESOS Options") having been obtained, approval be and is hereby given for the Board of Directors of the Company to:-

(i) establish, implement and administer the Proposed ESOS for the eligible employees and Directors of the Company and its subsidiaries which are not dormant ("Group") in accordance with the by-laws of the Proposed ESOS ("By-Laws"), a draft of which is set out in Appendix I of the circular to shareholders of the Company dated 13 May 2026 ("Shareholders") ("Circular"), to approve and adopt the By-Laws and to give full effect to the Proposed ESOS with full powers to assent to any conditions, variations, modifications and/or amendments as may be deemed fit or expedient and/or imposed or required by the relevant authorities or as may be deemed fit or necessary by the Board at its discretion;

(ii) make the necessary applications to Bursa Securities and do all the things necessary at the appropriate time or times for the listing of and quotation for the new Shares, which may from time to time be allotted and issued arising from the exercise of the ESOS Options;

(iii) determine the issue price of the ESOS Options based on the terms and conditions set out in the By-Laws and issue and allot such number of new Shares from time to time as may be required arising from the exercise of the ESOS Options, provided that the aggregate number of new Shares, which may be made available under the Proposed ESOS, shall not in aggregate exceed 15% of the total number of issued shares of the Company (excluding treasury shares, if any) at any point in time over the duration of the Proposed ESOS.

The new Shares to be allotted and issued upon the exercise of any ESOS Options will be subject to the provisions of the Constitution of the Company and the Main Market Listing Requirements of Bursa Securities ("Listing Requirements") and will, upon allotment and issuance, rank equally in all respects with the then existing issued Shares, save and except that the such new Shares will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to Shareholders, the entitlement date of which is prior to the date of allotment and issuance of such new Shares;

(iv) add, amend, modify and/or delete all or any part of the terms and conditions set out in the By-Laws governing the Proposed ESOS from time to time as may be required or permitted by the authorities or deemed necessary by the authorities or the Board or any committee of the Proposed ESOS established or appointed by it provided that such addition, amendment, modification and/or deletion are effected in accordance with the provisions of the By-Laws, and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Proposed ESOS;

(v) extend the duration of the ESOS, if the Board deems fit, for a period of up to another 5 years, provided always that such extension of the ESOS made in accordance with the provisions of the By-Laws shall not in aggregate exceed a duration of 10 years from the date the ESOS takes effect or such other period determined by the relevant authorities; and

(vi) to appoint and authorise a committee by the Board ("ESOS Committee"), which the Proposed ESOS will be administered in accordance with the By-Laws by the said ESOS Committee, who will be responsible for implementing and administering the Proposed ESOS. The members of the ESOS Committee shall comprise such number of Directors and/or senior management personnel of the Group holding the position of manager and above or such other positions and/or criteria as may be determined by the ESOS Committee at its absolute discretion from time to time ("Senior Management").

THAT the Board be and is hereby authorised to do all such acts and things and to execute all such documents to give effect to the Proposed ESOS with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts, deeds and things as they may consider necessary and/or expedient to implement, finalise and give full effect to the Proposed ESOS;

THAT the draft By-Laws as set out in Appendix I of the Circular and which is in compliance with the Listing Requirements, be and is hereby approved and adopted; and the Directors of the Company be and are hereby authorised to give effect to the Proposed ESOS with full power to modify and/or amend the By-Laws from time to time as may be required or deemed necessary in accordance with the provisions of the By-Laws relating to amendments and/or modifications and to assent to any conditions, modifications, variations and/or amendments as may be required by any relevant authorities or as the Board may deem fit or necessary at its absolute discretion;

AND THAT pursuant to Section 85 of the Companies Act 2016 ("Act") read together with Article 9 and Article 56 of the Constitution of the Company, the Shareholders do hereby waive their statutory preemptive rights over any new Shares to be allotted and issued under the Proposed ESOS, which when issued, rank equally with the existing issued Shares in the Company and that the Board be exempted, in respect of the Proposed ESOS from any obligation to offer or make any grants of such new Shares first to the existing members of the Company in proportion to their respective shareholdings in the Company."

ORDINARY RESOLUTIONS 2 TO 11

PROPOSED ALLOCATIONS OF SUCH NUMBER OF ESOS OPTIONS, REPRESENTING UP TO 80% OF THE TOTAL NUMBER OF ESOS OPTIONS, TO SELECTED DIRECTORS AND ELIGIBLE EMPLOYEES WHO ARE PERSONS CONNECTED TO THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR CHIEF EXECUTIVE OF THE COMPANY

"THAT subject to the passing of the Ordinary Resolution 1 above and the approvals of the relevant authorities for the Proposed ESOS being obtained, where required, approval be and is hereby given to the Board to authorise the ESOS Committee, from time to time throughout the duration of the Proposed ESOS, to offer and allocate such number of ESOS Options pursuant to the Proposed ESOS, representing up to 80% of the number of ESOS Options to the following Directors and eligible employees who are persons connected to the Directors, major shareholders and/or chief executive of the Company to subscribe for the new Shares to be issued under the Proposed ESOS:-

No.	Name
(i)	Loh Chee Kan (Non-Independent Non-Executive Chairman)	(Ordinary Resolution 2)
(ii)	Ng Chin Kang (Executive Director)	(Ordinary Resolution 3)
(iii)	Ng Hwe Cheng (Executive Director)	(Ordinary Resolution 4)
(iv)	Sam Ming Chia (Independent Non-Executive Director)	(Ordinary Resolution 5)
(v)	Haryanti Binti Othman (Independent Non-Executive Director)	(Ordinary Resolution 6)
(vi)	Trevor Lawrence Richards (Independent Non-Executive Director)	(Ordinary Resolution 7)
(vii)	Ng Cheng Yew	(Ordinary Resolution 8)
(viii)	Ng Cheng Leong	(Ordinary Resolution 9)
(ix)	Ng Cheng Woon	(Ordinary Resolution 10)
(x)	Lim Ling Yee	(Ordinary Resolution 11)

PROVIDED ALWAYS THAT:-

(i) he/she must not participate in the deliberation or discussion of his/her own allocation as well as allocation of ESOS Options to persons connected with them, if any;
(ii) not more than 10% of the new Shares which may be made available under the Proposed ESOS shall be allocated to him/her, if he/she, either singly or collectively through persons connected (as defined under the Listing Requirements) to him/her, holds 20% or more of the total number of issued shares of the Company (excluding treasury shares, if any); and
(iii) at any point in time during the duration of the Proposed ESOS, not more than 80% of the total number of Shares available to be issued under the Proposed ESOS shall be allocated, in aggregate, to the Directors and Senior Management of the Group (excluding dormant subsidiaries, if any) who are eligible to participate in the Proposed ESOS; and
(iv) subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the By-Laws, the Listing Requirements, or any prevailing guidelines issued by Bursa Securities or any other relevant authority, as amended from time to time;

THAT, pursuant to Section 85 of the Act read together with Article 9 and Article 56 of the Company's Constitution, the Shareholders do hereby waive their statutory pre-emptive rights over any new Shares to be allotted and issued pursuant to the Proposed Allocations, which when issued, rank equally with the existing issued Shares in the Company;

AND THAT the Board be and is hereby authorised to allot and issue the corresponding number of new Shares arising from the exercise of the ESOS Options that may be granted to them under the Proposed ESOS."

By Order of the Board

KIA LIM BERHAD

SANTHI A/P SAMINATHAN (MAICSA 7069709) (SSM PC No.: 201908002933)

TAI YIT CHAN (MAICSA 7009143) (SSM PC No. 202008001023)

Company Secretaries

Johor Darul Takzim

13 May 2026

Notes:-

A member of the Company who is entitled to attend, participate, speak and vote at this EGM may appoint a proxy or proxies (or being a corporate member, a corporate representative) to attend, participate, speak and vote on his/her behalf. A proxy may but need not be a member of the Company, and a member may appoint any person to be his/her proxy without limitation. A proxy appointed to participate and vote at a meeting of a company shall have the same rights as the member to speak at the meeting.
A member shall be entitled to appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) to participate and vote at the same meeting.

Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) to attend, participate, speak and vote at the same EGM, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy.
A member (other than an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991) entitled to attend, participate, speak and vote at the meeting is entitled to appoint a maximum of 2 proxies to attend, participate, speak and vote on his/her behalf.
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 ("omnibus account") as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
The Form of Proxy shall be signed by the appointer or his/her attorney duly authorised in writing or, if the member is a corporation, must be executed under its common seal or by its duly authorised attorney or officer.
The original instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be deposited at the registered office of the Company, Boardroom Corporate Services Sdn Bhd, at Suite 9D, Level 9, Menara Ansar, 65, Jalan Trus, 80888 IIBD, Johor Darul Takzim not less than 48 hours before the time set for holding the meeting or adjourned meeting, otherwise the instrument of proxy should not be treated as valid. The latest date and time for lodgement of Form of Proxy is 26 May 2026 at 1.00 p.m.
For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available a Record of Depositors as at 21 May 2026 and only Members whose names appear on the Record of Depositors as at 21 May 2026 shall be entitled to attend, participate, speak and vote at this meeting and entitled to appoint proxy or proxies.
Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to vote by way of polling.

KIA LIM BERHAD

(Registration No. 199501013667 (342868-P))

(Incorporated in Malaysia)

FORM OF PROXY

No. of Shares Held
CDS Account No.

I / We,

(FULL NAME IN BLOCK LETTERS)

NRIC/Registration No.

(ADDRESS)

Contact No.

Email Address

being a member of KIA LIM BERHAD ("Company"), hereby appoint:

Full Name (IN BLOCK LETTERS)	NRIC/ Passport No.:		% of Shareholdings
Contact No.		Email Address:
Address:

*and/or

Full Name (IN BLOCK LETTERS)	NRIC/ Passport No.:		% of Shareholdings
Contact No.		Email Address:
Address:

or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting ("EGM") of the Company which will be held at The Katerina Hotel, 8, Jalan Zabedah, 83000 Batu Pahat, Johor Darul Takzim on Thursday, 28 May 2026 at 1.00 p.m. or immediately upon the conclusion or adjournment (as the case may be) of the 31st Annual General Meeting of the Company (which will be held at the same venue on the same day at 12.00 p.m.), whichever is later, in the manners as indicated below:-

No.	Ordinary Resolutions	First Proxy		Second Proxy
		For	Against	For	Against
1.	Proposed ESOS
2.	Proposed allocation of ESOS Options to Loh Chee Kan
3.	Proposed allocation of ESOS Options to Ng Chin Kang
4.	Proposed allocation of ESOS Options to Ng Hwe Cheng
5.	Proposed allocation of ESOS Options to Sam Ming Chia
6.	Proposed allocation of ESOS Options to Haryanti Binti Othman
7.	Proposed allocation of ESOS Options to Trevor Lawrence Richards
8.	Proposed allocation of ESOS Options to Ng Cheng Yew
9.	Proposed allocation of ESOS Options to Ng Cheng Leong
10.	Proposed allocation of ESOS Options to Ng Cheng Woon
11.	Proposed allocation of ESOS Options to Lim Ling Yee

Please indicate an "X" in the space provided below on how you wish your votes to be cast. If no specific instruction as to voting is given, the proxy will vote or abstain from voting at *his/her/their discretion.

Dated this... day of... , 2026

Signature/Common Seal of Shareholder(s)

Notes:-
1. A member of the Company who is entitled to attend, participate, speak and vote at this EGM may appoint a proxy or proxies (or being a corporate member, a corporate representative) to attend, participate, speak and vote on his/her behalf. A proxy may but need not be a member of the Company, and a member may appoint any person to be his/her proxy without limitation. A proxy appointed to participate and vote at a meeting of a company shall have the same rights as the member to speak at the meeting
2. A member shall be entitled to appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) to participate and vote at the same meeting.
3. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) to attend, participate, speak and vote at the same EGM, the appointment shall be invalid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy.
4. A member (other than an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991) entitled to attend, participate, speak and vote at the meeting is entitled to appoint a maximum of 2 proxies to attend, participate, speak and vote on his/her behalf.
5. 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 ("omnibus account") as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
6. The Form of Proxy shall be signed by the appointer or his/her attorney duly authorised in writing or, if the member is a corporation, must be executed under its common seal or by its duly authorised attorney or officer.
7. The original instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be deposited at the registered office of the Company, Boardroom Corporate Services Sdn Bhd, at Suite 9D, Level 9, Menara Ansar, 65, Jalan Trus, 80888 IIBD, Johor Darul Takzim not less than 48 hours before the time set for holding the meeting or adjourned meeting, otherwise the instrument of proxy should not be treated as valid. The latest date and time for lodgement of Proxy Form(s) is 26 May 2026 at 1.00 p.m.
8. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available a Record of Depositors as at 21 May 2026 and only Members whose names appear on the Record of Depositors as at 21 May 2026 shall be entitled to attend, participate, speak and vote at this meeting and entitled to appoint proxy or proxies.
9. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to vote by way of polling.

Fold this flap for sealing

Then fold here

The Registered Office of
KIA LIM BERHAD
[Registration No. 199501013667 (342868-P)]
(Incorporated in Malaysia)

c/o Boardroom Corporate Services Sdn Bhd
Suite 9D, Level 9, Menara Ansar
65, Jalan Trus
80888 IIBD
Johor Darul Takzim
Malaysia

1st fold here

AFFIX STAMP

AI assistant

KIA LIM BHD — Proxy Solicitation & Information Statement 2026

70871_rns_2026-05-12_cd100765-e3e6-42c3-ac9c-520d1802c85a.pdf

KIA LIM BERHAD

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE:-

NOTICE OF EXTRAORDINARY GENERAL MEETING

BERJAYA SECURITIES SDN BHD

Proposed ESOS

Proposed Allocations

Record of Depositors

RM and sen

Rules of Bursa Depository

Shareholders

Surprise Holiday

VWAP

KIA LIM BERHAD

Board of Directors

To: The Shareholders

1. INTRODUCTION

2. DETAILS OF THE PROPOSED ESOS

2.1 Maximum number of Shares available under the Scheme

2.2 Basis of allotment and maximum allowable allocation of new Shares

2.3 Eligibility to participate in the Proposed ESOS

2.4 Duration of the Proposed ESOS

2.5 Termination

2.6 Exercise of ESOS Options

2.7 Exercise Price

2.8 Ranking of the new Shares to be issued pursuant to the exercise of the ESOS Options

2.9 Listing of the new Shares

2.10 Retention period

2.14 Details of the Proposed Allocations

4. EFFECTS OF THE PROPOSED ESOS

4.1 Share capital

4.2 NA and gearing

4.3 Earnings and EPS

4.4 Substantial Shareholder's shareholdings

4.5 Convertible securities

5. TENTATIVE TIMELINE

6. APPROVALS REQUIRED AND CONDITIONALITY

7. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE OF THE COMPANY AND/OR PERSONS CONNECTED TO THEM

THE BY-LAWS OF THE EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF KIA LIM BERHAD ("KIA LIM" OR THE "COMPANY")

1. NAME OF SCHEME

1A. RATIONALE OF THE SCHEME

2. DEFINITIONS AND INTERPRETATIONS

3. MAXIMUM NUMBER OF NEW SHARES AVAILABLE UNDER THE SCHEME

4. ELIGIBILITY

5. BASIS OF ALLOTMENT AND MAXIMUM SHARES

7. ACCEPTANCE OF THE OFFER

8. NON-TRANSFERABILITY

9. EXERCISE OF OPTIONS

10. EXERCISE PRICE

11. RIGHTS OF A GRANTEE

12. RIGHTS ATTACHING TO NEW SHARES

13. RETENTION PERIOD

14. TERMINATION OF OPTIONS

15. ALTERATION OF SHARE CAPITAL

16 TAKE-OVERS AND MERGERS, SCHEMES OF ARRANGEMENT, AMALGAMATIONS AND RECONSTRUCTIONS

17. DIVESTMENT FROM AND TRANSFER TO/FROM THE GROUP

18. WINDING-UP

19. DURATION, TERMINATION AND EXTENSION OF SCHEME

20. ADMINISTRATION

21. MODIFICATION, VARIATION AND/OR AMENDMENT TO THE SCHEME

22. INSPECTION OF ACCOUNTS

23. SCHEME NOT A TERM OF EMPLOYMENT

24. NO COMPENSATION FOR TERMINATION

25. DISPUTES

26. COSTS AND EXPENSES

27. CONSTITUTION

28. TAXES

29. LISTING OF AND QUOTATION FOR NEW SHARES

30. NOTICE

35. GOVERNING LAW AND JURISDICTION

5. HISTORICAL SHARE PRICES

6. DOCUMENTS AVAILABLE FOR INSPECTION

KIA LIM BERHAD

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION 1

PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") ("SCHEME") INVOLVING UP TO 15% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) FOR ELIGIBLE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES ("PROPOSED ESOS")

ORDINARY RESOLUTIONS 2 TO 11

KIA LIM BHD Proxy Solicitation & Information Statement 2026