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KIA LIM BHD Proxy Solicitation & Information Statement 2026

May 11, 2026

70871_rns_2026-05-11_87c7c22a-c4ee-4944-90c9-c72cb8e0f756.pdf

Proxy Solicitation & Information Statement

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KIA LIME

KIA LIM BERHAGI

Plegometer No: 19800101001 (30268-P)

Registered in Malaysia

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IN HEREBY COVER THAT (or Extraordinary General Meeting of Kia Lim Berhagi "KIA LIM" or the "Company") "5GM" will be held at The Katerina Hotel, 9, Jaran Zalwale, 63000 Batu Pahat, Johor Darul Takom or Thursday, 29 May 2020 at 1:30 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 12:30 p.m.), whichever is later, to consider and, if thought fit, passing the following resolutions with or without modifications.

ORDINARY REGULATION 1

PROPOSED ESTABLISHMENT OF AN EMPLOYEE'S SHARE OPTION SCHEME ("5500") ("SCHEME") INDICATING OF TO 10% OF THE TOTAL NUMBER OF ISSUES SHARED OF THE COMPANY (EXCLUDING TREASURE SHARED, IF ANY) FOR ELIGIBLE DIRECTIONS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES ("PROPOSED 5500")

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") or the listing of and quotation for such number of new ordinary shares in the Company ("Shares"), representing up to 10% 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 5500 ("5500 Options") having been obtained, approved as and is hereby given for the Board of Directors of the Company to:

(i) establish, implement and administer the Proposed 5500 for the eligible employees and Directors of the Company and its subsidiaries which are not deemed ("Group") in accordance with the by-laws of the Proposed 5500 ("By-Laws"), a draft of which is set out in Appendix I of the circular to disembold in the Company dated 13 May 2020 ("Disembolders") ("Stradas") to approve and adopt the By-Laws and to give the effect to the Proposed 5500 with full powers to assert 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 of its disorders;

(ii) make the necessary applications to Bursa Securities and do all the things necessary of the appropriate time in times for the listing of and quotation for the new Shares, which may from time to time be abided and issued arising from the exercise of the 5500 Options;

(iii) determine the issue price of the 5500 Options based on the terms and conditions set out in the By-Laws and issue and abid such number of new Shares from time to time as may be required arising from the exercise of the 5500 Options, provided that the aggregate number of new Shares, which may be made available under the Proposed 5500, 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 5500.

The new Shares to be abided and issued upon the exercise of any 5500 Options will be subject to the provisions of the Constitution of the Company and the Main Market Listing Requirements of Bursa Securities ("Selling Requirements") set out, upon abidment 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 to prior to the date of abidment 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 5500 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 5500 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 5500;

(v) extend the duration of the 5500, if the Board deems fit, for a period of up to another 5 years, provided always that such extension of the 5500 made in accordance with the provisions of the By-Laws shall not in aggregate exceed a duration of 10 years from the date the 5500 takes effect or such other period determined by the relevant authorities; and

(vi) to appoint and authorize a committee by the Board ("5500 Committee"), which the Proposed 5500 will be administered in accordance with the By-Laws by the said 5500 Committee, who will be responsible for implementing and administering the Proposed 5500. The members of the 5500 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 5500 Committee at its absolute discretion from time to time ("Senior Management").

THAT the Board be and is hereby authorized to do all such acts and things and to execute all such documents to give effect to the Proposed 5500 with full power to assert 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, finalize and give full effect to the Proposed 5500;

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 authorized to give effect to the Proposed 5500 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 assert 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 6 and Article 56 of the Constitution of the Company, the Shareholders do hereby waive their statutory pre-emptive rights over any new Shares to be abided and issued under the Proposed 5500, which when issued, rank equally with the existing issued Shares in the Company and that the Board be exempted, in respect of the Proposed 5500 from any obligation to offer or make any goods of such new Shares first to the existing members of the Company in proportion to their respective shareholdings in the Company."

ORDINARY REGULATIONS 2 TO 5

PROPOSED ALLOCATIONS OF SUCH NUMBER OF 5500 OPTIONS, REPRESENTING UP TO 60% OF THE TOTAL NUMBER OF 5500 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 5500 being obtained, when required, approval be and is hereby given to the Board to authorize the 5500 Committee, from time to time the approval the duration of the Proposed 5500, to offer and allocate use of number of 5500 Options pursuant to the Proposed 5500, representing up to 60% of the number of 5500 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 5500:

No. Name
(i) Loh Chee Kan (Non-Independent Non-Executive Chairman) (Ordinary Resolution 2)
(ii) Ng Che Kang (Executive Director) (Ordinary Resolution 3)
(iii) Ng Hee Chang (Executive Director) (Ordinary Resolution 4)
(iv) Sam Ming Chia (Independent Non-Executive Director) (Ordinary Resolution 5)
(v) Haryard Binh (Woman (Independent Non-Executive Director) (Ordinary Resolution 6)
(vi) Trevor Lawrence Richards (Independent Non-Executive Director) (Ordinary Resolution 7)
(vii) Ng Cheng Long (Ordinary Resolution 8)
(viii) Ng Cheng Leong (Ordinary Resolution 9)
(ix) Ng Cheng Moon (Ordinary Resolution 10)
(x) Lim Ling Yee (Ordinary Resolution 11)

PROVIDED AGAINTS THAT:

(i) he/she must not participate in the deliberation or discussion of his/her own allocation as well as allocation of 5500 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 5500 shall be allocated to him/her, if he/she, either single 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 5500, not more than 80% of the total number of Shares available to be issued under the Proposed 5500 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 5500; 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 6 and Article 56 of the Company's Constitution, the Shareholders do hereby waive their statutory pre-emptive rights over any new Shares to be abided 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 authorized to abid and issue the corresponding number of new Shares arising from the exercise of the 5500 Options that may be granted to them under the Proposed 5500.

By Order of the Board:

KIA LIM BERHAGI

SANITIA A/P SANINATHAN (MACCIA TWISTAN) (5GM PC No.: 20190800553)

TAI YO CHAN (MACCIA 7000143) (5GM PC No. 202008001023)

Company Secretaries

Johor Darul Takom

13 May 2020

Today:

  1. A member of the Company who is entitled to attend, participate, speak and vote at the 5GM may appoint a proxy or proxies for being a corporate member, a corporate representative to attend, participate, speak and vote on his/her behalf. A proxy may but have not be a member of the Company, and a member may appoint any person to be the person, or the person who is entitled to the member, or any member of the Company to be the person who is entitled to the member. A proxy may not be a member of the Company, but the person who is entitled to the 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.

  2. When 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 5GM, the appointment shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy.

  3. A member (other than an exempt authorities) receives as defined under the Securities Act of 1997 entitled to attend, participate, speak and vote at the meeting is entitled to appoint a maximum of 2 proxies.

  4. When a member of the Company is an exempt authorities' member which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("enables account") as defined under the Securities Industry Control Regulations Act, 1991, there is no limit to the number of proxies which the exempt authorities' member may appoint in respect of each omnibus account if listed.

  5. The Form of Proxy shall be agreed by the appointee 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.

  6. The original instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a relabel, certified copy of such power or authority, shall be deposited at the registered office of the Company, Boardroom Corporate Services Sdn Bhd, at Suite 90, Level 8, Mexico Area, KS, Jalan Tua, 60006 BSD, Johor Darul Takom not less than 40 hours before the time and for holding the meeting or adjourned meeting, otherwise the instrument of proxy should not be treated as valid. The latest date and time for independent of Form of Proxy is 26 May 2020 at 1:00 p.m.

  7. For the purpose of determining and shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Deposition (Sdn Bhd) to make available a Record of Deposition as of 21 May 2020 and only Member whose names appear on the Record of Deposition as of 21 May 2020 shall be entitled to attend, participate, speak and vote at the meeting and without to an attorney or any other.

  8. Pursuant to Paragraph 6.204(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.