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KIMLY LIMITED Proxy Solicitation & Information Statement 2026

Jan 4, 2026

67120_rns_2026-01-04_fe6ad032-947d-43ab-a74d-94089e7cb6d2.pdf

Proxy Solicitation & Information Statement

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KIMLY LIMITED Incorporated in the Republic of Singapore)

(Company Registration No. 201613903R)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM" or "Meeting") of the Company will be held at SAFRA Toa Payoh, 293 Toa Payoh Lor 6, Singapore 319387 on Tuesday, 27 January 2026 at 2.00 p.m. for the following purposes:

AJ NUUTINE DUJINEJJ.
To receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended 30 September 2025 and
the Auditors' Report thereon.
(Resolution 1)
$2 -$ To declare a Tax Exempt One-Tier final dividend of 1,00 Singapore cent per ordinary share for the financial year ended 30 September 2025, (Resolution 2)
3. To re-elect the following Directors of the Company retiring pursuant to Regulation 112 of the Company's Constitution:
Mr. Lau Chin Huat
Mr. Lim Teck Chai Danny
(Resolution 3)
(Resolution 4)
Mr. Lau Chin Huat
Mr. Lim Teck Chai Danny
. (Resolu
(Resolı
[See Explanatory Note (i)]
    1. To approve the payment of Directors' fees of up to S\$200,000 for the financial year ending 30 September 2026. (FY2025: S\$200,000) (Resolution 5)
    1. To re-appoint Messrs Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.
  • To transact any other routine business which may properly be transacted at an Annual General Meeting 6.

AS SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without modifications;

SHARE ISSUE MANDATE $7.$

THAT authority be hereby given to the Directors of the Company ("Directors") pursuant to Section 161 of the Companies Act 1967 of Singapore (the "Companies Act") and Rule 806 of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist (the "Rules of Catalist") and notwithstanding the provisions of the Constitution of

  • is the ordinary shares in the capital of the Company ("Shares"), whether by way of rights, bonus or otherwise; and/ or
    Insult or dinary shares in the capital of the Company ("Shares"), whether by way of rights, bonus or ot $\binom{1}{1}$
  • limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares; and/or $(iii)$
  • notwithstanding that the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of additional
    Instruments arising from adjustments made to the number of Instruments previously issu issues, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit.
  • at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit;
  • (b) (notwithstanding that the authority conferred by this resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this resolution is in force,
  • PROVIDED THAT: the aggregate number of Shares issued pursuant to this resolution (including Shares issued in pursuance of any Instruments made or granted $(i)$ pursuant to this resolution), does not exceed one hundred per cent. (100%) of the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number
    of shares to be issued other than on a pro rata basis to shareholders of the ade or granted pursuant to this resolution) does not exceed fifty per cent. (50%) of the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares (as calculated in accordance with sub-paragraph (ii) below);
  • (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that $(ii)$ may be issued under sub-paragraph (i) above, the percentage of the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares of the Company shall be calculated based on the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares of the Company at the time of the passing of this resolution, after adjusting for: new shares arising from the conversion or exercise of any convertible securities;
    • new shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance $(b)$ with Part VIII of Chapter 8 of the Rules of Catalist; $(c)$
    • any subsequent bonus issue, consolidation or subdivision of shares

provided further that adjustments in accordance with sub-paragraphs (ii)(a) and (b) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution:

  • in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the Companies Act, the Rules of Catalist $(iii)$ (including supplemental measures hereto) for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
  • (unless revoked or varied by the Company in general meeting) the authority conferred by this resolution shall continue in force until the conclusion $(iv)$ of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.

[See Explanatory Note (ii)]

8.

AUTHORITY TO OFFER AND GRANT OPTIONS AND ALLOT AND ISSUE SHARES UNDER THE KIMLY EMPLOYEE SHARE OPTION SCHEME

  • THAT the Directors of the Company be hereby authorised to:
    (a) offer and grant options ("Options") in accordance with the provisions of the Kimly Employee Share Option Scheme (the "Scheme") and pursuant to Section 161 of the Companies Act:
  • to allot, issue and/or deliver from time to time such number of fully paid-up new Shares as may be required to be allotted, issued and/or delivered $(i)$ pursuant to the exercise of the Options under the Scheme; and
  • $(i)$ (notwithstanding the authority conferred by this resolution may have ceased to be in force) to allot, issue and/or deliver from time to time such number of fully paid-up new Shares as may be required to be allotted, issued and/or delivered pursuant to the exercise of any Options granted by the Directors in accordance with the Scheme awarded while the authority confe
  • (b) subject to the same being allowed by law, apply any Shares purchased under any share purchase mandate and to deliver such existing Shares (including treasury Shares) towards the satisfaction of Options granted under th

PROVIDED THAT the aggregate number of Shares to be allotted, issued and/or transferred pursuant to the Options under the Scheme on any date, when aggregated with the number of Shares over which options or awards are granted under any other share option schemes or share schemes of the Company, shall not exceed fifteen per cent. (15%) of the total number of issued Sha Catalist) and treasury Shares on the day preceding that date. (Resolution 8) [See Explanatory Note (iii)]

9.

AUTHORITY TO OFFER AND GRANT AWARDS AND ALLOT AND ISSUE SHARES UNDER THE KIMLY PERFORMANCE SHARE PLAN THAT the Directors of the Company be hereby authorised to:

  • offer and grant awards ("Awards") in accordance with the provisions of the Kimly Performance Share Plan (the "Share Plan") and pursuant to Section 161 of the Companies Act:
  • to allot, issue and/or deliver from time to time such number of fully paid-up new Shares as may be required to be allotted, issued and/or delivered $(i)$
  • pursuant to the vesting of the Awards under the Share Plan; and
    (notwithstanding the authority conferred by this resolution may have ceased to be in force) to allot, issue and/or deliver from time to time such
    (notwithstan $(ii)$ .
    number of fully paid-up new Shares as may be required to be allotted, issued and/ or delivered pursuant to the vesting of any Awards granted by the Directors in accordance with the Share Plan awarded while the authority conferred by this resolution was in force, and
  • (b) subject to the same being allowed by law, apply any Shares purchased under any share purchase mandate and to deliver such existing Shares (including treasury Shares) towards the satisfaction of Awards granted under the Share Plan,

PROVIDED THAT the aggregate number of Shares to be allotted, issued and/or transferred pursuant to the Awards under the Share Plan on any date, when aggregated with the number of Shares over which options or awards are granted under any other share option schemes or share schemes of the Company, shall not exceed fifteen per cent. (15%) of the total number of issued Shares of the Company excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares on the day preceding that date. [See Explanatory Note (iv)] (Resolution 9)

10. THE PROPOSED RENEWAL OF SHARE BUYBACK MANDATE

  • (a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of all the powers of the Company to purchase or otherwise acquire the Shares not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to but not exceeding the Maximum Price (as hereafter defined), whether by way of:
  • on-market purchases, transacted through the SGX-ST's trading system or on any other securities exchange on which the Shares may for the time $(i)$ being be listed and quoted, through one (1) or more duly licensed dealers appointed by the Company for the purpose of the Share Buyback ("Market Purchases"); and/or
  • off-market purchases effected otherwise than on the SGX-ST in accordance with an equal access scheme (as defined in Section 76C of the $(i)$ Companies Act) as may be determined or formulated by the Directors as they consider fit, which scheme shall satisfy all the conditions prescribed by the Companies Act ("Off-Market Purchases").

transactions contemplated and/or authorised by this Special Resolution. [See Explanatory Note (vii)]

All capitalised terms used in this Notice which are not defined herein shall, unless the context otherwise requires, have the same meanings ascribed to them in the Appendix.

(Resolution 12)

By Order of the Board

Kimly

(Resolution 6)

Toh Li Ping, Angela Company Secretary 5 January 2026

Explanatory Notes:

Resolution 3 is to re-elect Mr. Lau Chin Huat ("Mr. Lau") as a Director of the Company. Mr. Lau, upon re-election, will remain as the Non-Executive Independent $(i)$ Chairman of the Company, Chairman of the Nominating Committee ("NC") and a member of the Audit Committee ("AC") and Remuneration Committee ("RC") of the Company. Mr. Lau will be considered independent for the purposes of Rule 704(7) of the Rules of the Catalist.

Resolution 4 is to re-elect Mr. Lim Teck Chai Danny ("Mr. Danny Lim") as an Independent Director of the Company. Mr. Danny Lim, upon re-election, will remain as an Independent Director of the Company, Chairman of the RC and a member of the AC and the NC of the Company. Mr. Danny Lim will be considered independent for the purposes of Rule 704(7) of the Rules of the Catalist.

The information relating to Mr. Lau Chin Huat and Mr. Lim Teck Chai Danny as required under Rule 720(5) of the Rules of Catalist is set out from pages 56 to 62 of the Annual Report.

  • Resolution 7 proposed in item 7. above, if passed, is to empower the Directors to allot and issue Shares in the capital of the Company and/or Instruments (as $(iii)$ defined above). The aggregate number of Shares to be issued pursuant to resolution 7 (including Shares to be issued in pursuance of Instruments made or granted) shall not exceed one hundred per cent. (100%) of the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares of the Company, with a sub-limit of fifty per cent. (50%) for Shares issued other than on a pro rata basis (including Shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to shareholders with registered addresses in Singapore. For the purpose of determining the aggregate number of Shares that may be issued, the percentage of the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares of the Company will be calculated based on the total number of issued Shares excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares of the Company at the time of the passing of resolution 7, after adjusting for new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist and provided further that such adiustments are only to be made in respect of new shares arising from convertible securities. share options or share awards which were issued and outstanding or subsisting at the time of the passing of the resolution; and any subsequent bonus issue, consolidation or subdivision of shares.
  • Resolution 8 proposed in item 8. above, if passed, is to authorise the Directors to (a) offer and grant Options in accordance with the provisions of the Scheme $(iii)$ and pursuant to Section 161 of the Companies Act, to allot, issue and/or deliver from time to time such number of fully paid-up new Shares as may be required to be delivered pursuant to the exercise of the Options granted by the Directors under the Scheme; and (b) subject to the same being allowed by law, apply any Shares purchased under any share purchase mandate and to allot, issue and/or deliver such existing Shares (including treasury Shares) towards the satisfaction of Options granted under the Scheme, provided always that the aggregate number of Shares to be allotted, issued and/or transferred pursuant to the Options under the Scheme on any date, when aggregated with the number of Shares over which options or awards are granted under any other share option schemes or share schemes of the Company, shall not exceed fifteen per cent. (15%) of the total number of issued Shares of the Company excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares on the day preceding that date.
  • $(iv)$ Resolution 9 proposed in item 9. above, if passed, is to authorise the Directors to (a) offer and grant Awards in accordance with the provisions of the Share Plan and pursuant to Section 161 of the Companies Act, to allot, issue and/or deliver from time to time such number of fully paid-up new Shares as may be required to be delivered pursuant to the vesting of the Awards granted by the Directors under the Share Plan; and (b) subject to the same being allowed by law, apply any Shares purchased under any share purchase mandate and to allot, issue and/or deliver such existing Shares (including treasury Shares) towards the satisfaction of Awards granted under the Share Plan, provided always that the aggregate number of Shares to be allotted, issued and/or transferred pursuant to the Awards under the Share Plan on any date, when aggregated with the number of Shares over which options or awards are granted under any other share option schemes or share schemes of the Company, shall not exceed fifteen per cent, (15%) of the total number of issued Shares of the Company excluding subsidiary holdings (as defined in the Rules of Catalist) and treasury Shares on the day preceding that date.
  • Resolution 10 proposed in item 10. above, if passed, will empower the Directors from the date of the passing of this Resolution until the date the next annual $(V)$ general meeting is to be held or is required by law to be held, whichever is earlier, to make purchases (whether by way of On-Market Share Purchases or .
    Off-Market Share Purchases on an equal access scheme) from time to time of up to ten per cent (10%) of the total number of issued Shares excluding any Shares which are held as treasury shares of the Company at prices up to but not exceeding the Maximum Price. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buyback Mandate are set out in greater details in the Appendix.
  • Resolution 11 proposed in item 11. above, if passed, will authorise the Interested Person Transactions as described in the Appendix and recurrina in the vear $(vi)$ and will empower the Directors of the Company to do all acts necessary to give effect to the shareholders' general mandate for interested person transactions. This authority will, unless previously revoked or varied by the Company in a general meeting, expire at the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier. Please refer to the Appendix for further information on the IPT General Mandate.
  • (vii) Resolution 12 proposed in item 12, above, if passed, is to adopt the New Constitution in substitution for, and replacement of, the Existing Constitution. The New Constitution contains updated regulations for compliance with changes to the regulatory framework for companies. Please refer to the Appendix for further information on the background, rationale and details of the proposed adoption of the New Constitution.

Notes: General

(Resolution 7)

The AGM of the Company will be held at SAFRA Toa Payoh, 293 Toa Payoh Lor 6, Singapore 319387 ("Physical Meeting") and there will be no option for 1. shareholders to participate virtually, Shareholders and other attendees who are feeling unwell on the date of the AGM are advised not to attend the Physical Meeting.

Printed copies of the Annual Report for the financial year ended 30 September 2025 ("FY2025") and the Appendix will not be despatched to shareholders, unless otherwise requested. Printed copies of this Notice of AGM and the proxy form will be sent to shareholders, and the electronic copies of which, together with the FY2025 Annual Report and the Appendix will be posted on the Company's corporate website at the following URL: https://kimlygroup.sq and the SGX-ST's website at the following URL: https://www.sgx.com/securities/company-announcements. You will need an internet browser and PDF reader to view these documents. Shareholders may request for a printed copy of the Annual Report and the Appendix by completing the request form which has been sent to members via post.

  • Authenticated shareholders and proxy(ies) will be able to ask questions in person at the Physical Meeting. Arrangements have also been put in place to permit $2.$ shareholders to submit their questions ahead of the AGM. Please refer to Notes 15 and 17 below for further details.
  • Live voting by poll will be conducted during the AGM for shareholders and proxy(ies) attending the Physical Meeting. 3.

Voting by proxy

A member who is not a relevant intermediary entitled to attend the meeting and vote, is entitled to appoint not more than two (2) proxies to attend and vote at $4.$ the AGM. Where a member who is not a relevant intermediary appoints two (2) proxies, the member shall specify the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy, and if no such proportion or number is specified, the first named proxy may be treated as representing 100% of the shareholding and any subsequent named proxy as an alternate to the earlier named. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the Meeting and at any adjournment thereof

A member may appoint the Chairman of the AGM as his/her/its proxy to vote on his/her/its behalf at the AGM, and must specify his/her/its voting or abstentions 5. from voting in respect of a resolution in the Proxy Form, failing which, the appointment of the Chairman of the AGM as proxy will be invalid for such resolution(s)

    1. A member who is a relevant intermediary entitled to attend the meeting and vote is entitled to appoint more than two (2) proxies to attend and vote instead of the member, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member's form of proxy appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the form of proxy. In relation to a relevant intermediary who wishes to appoint more than two (2) proxies, it should annex to the proxy form the list of proxies, setting out, in respect of each proxy, the name, address, NRIC/Passport Number and proportion of shareholding (number of shares, class of shares and percentage) in relation to which the proxy has been appointed. If the relevant information is not specified, the first named proxy shall be deemed to represent 100% of the shareholders. For the avoidance of doubt, a CPF Agent Bank who intends to appoint Central Provident Fund Investment Scheme investors ("CPF") or Supplementary Retirement Scheme ("SRS") investors as its proxies shall comply with this Note. "Relevant intermediary" has the meaning ascribed to it in Section 181(6) of the Companies Act.
  • A proxy need not be a member of the Company.
  • and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, as may for the time being be applicable,
  • be and is hereby authorised and approved generally and unconditionally (the "Share Buyback Mandate");
    (b) unless revoked or varied by the Company in general meeting, the authority conferred on the Directors pursuant to the exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
  • the date on which the next annual general meeting of the Company is held;
  • (ii)
    (iii)
  • the date on which the next annual general meeting of the Company is required by law to be held; or
    the date on which the next annual general meeting of the Company is required by law to be held; or
    the date on which the pu extent mandated;
  • (c) in this Resolution:

"Average Closing Price" means:

  • $(i)$ in the case of a Market Purchase, the average of the closing market prices of a Share over the last five (5) Market Days on which the Shares are transacted on the SGX-ST immediately preceding the day on which the Market Purchase was made by the Company; o
  • $(ii)$ in the case of an Off-Market Purchase, the average of the closing market prices of a Share over the last five (5) Market Days on which the Shares and deemed to be adjusted in the GGX-ST immediately preceding the date of the making of the offer pursuant to the Off-Market Purchase,
    and deemed to be adjusted in accordance with the listing rules of the SGX-ST for any co

and the day on which the purchases were made;

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

"Market Day" means a day on which the SGX-ST is open for trading in securities;
"Maximum Percentage" means that number of issued Shares representing 10.0% of the issued Shares (excluding Treasury Shares and subsidiary holdings) as at the date of the passing of this Resolution; and

"Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding related brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) which shall not exceed:

  • in the case of a Market Purchase, 105.0% of the Average Closing Price of the Shares; and
  • in the case of an Off-Market Purchase pursuant to an equal access scheme, 105.0% of the Average Closing Price of the Shares; and
  • (d) the Directors and/or any of them be and are and/or is hereby authorised and empowered to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.

[See Explanatory Note (v)]

(Resolution 10)

11. THE PROPOSED RENEWAL OF THE SHAREHOLDERS' GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS

  • (a) approval be and is hereby given for the purposes of Chapter 9 of the Rules of Catalist ("Chapter 9"), for the Company, its subsidiaries and associated companies that are considered to be "entities at risk" (as that term is used in Chapter 9), or any of them to enter into any of the transactions falling
    within the types of Mandated Transactions described in the Appendix d Interested Persons described in the Appendix, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions:
  • $(b)$ the approval given in paragraph (a) above shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier: and

(c) the Directors and/or any of them be and are and/or is hereby authorised and empowered to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution. [See Explanatory Note (vi)]

(Resolution 11)

To consider and, if thought fit, to pass the following resolution as a Special Resolution, with or without modifications:

12. PROPOSED ADOPTION OF THE NEW CONSTITUTION

THAT:

  • (a) the regulations contained in the New Constitution, as set out in Annex 2 to the Appendix, be approved and adopted as the constitution of the Company in substitution for, and to the exclusion of, the Existing Constitution; and
  • (b) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he/she may consider ex

  • The completed and signed Proxy Form must be submitted to the Company in the following manner:

  • (a) in physical copy by depositing the same at the registered office of the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 1
    Harbourfront Avenue, #14-07, Keppel Bay Tower, Singapore 098632;
  • (b) by sending a scanned PDF copy by email to [email protected].

in either case, no later than 2.00 p.m. on 24 January 2026 ("Proxy Deadline"), being seventy-two (72) hours before the time appointed for the AGM.
A member who wishes to submit a Proxy Form must first complete and sign the

    1. scanning and sending it by email to the email address provided above.
  • The Proxy Form must be signed by the appointor or his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be signed by the appointor or his attorney duly authorised in writing. W $10.$ of the appointer, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument, failing which the instrument may be treated as invalid
    1. Completion and return of the Proxy Form shall not preclude a member from attending, speaking and voting at the AGM. Any appointment of a proxy or proxies shall be deemed revoked if a member attends the AGM in person and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the Proxy Form.
  • A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. $12.$
    1. CPF and SRS investors:
  • may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators, and should contact their respective CPF Agent $(a)$ Banks or SRS Operators if they have any queries regarding their appointment as proxies; or
  • may appoint the Chairman of the AGM as their proxy to vote on their behalf at the AGM, in which case they should approach their respective CPF Agent Banks and/or SRS Operators to submit their votes at least seven (7) working days before the AGM (i.e. 16 January 2026 at 5.00 p.m.).
    14. The Company shall be entitled to reject the Proxy Form if it is incomplete, improperl
  • ascertainable from the instructions of the appointor specified in the Proxy Form (including any related attachment) (such as in the case where the appointor submits more than one (1) Proxy Form). In addition, in the case of Shares entered in the Depository Register, the Company may reject any Proxy Form lodged if the member, being the appointer, is not shown to have Shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

Submission of questions prior to the AGM

  1. Members (including CPF and SRS Investors) may also submit questions relating to the resolutions to be tabled for approval at the AGM ahead of the AGM.
    16. To do so, all questions must be submitted no later than 2.00 p.

    • in physical copy by depositing the same at the registered office of the Company's share registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at (a) 1 Harbourfront Avenue, #14-07, Keppel Bay Tower, Singapore 098632; or
      (b) by sending a scanned PDF copy by email to the Company at investor [email protected].

If the questions are deposited in physical copy at the registered office of the Company's share registrar or sent via email, and in either case not accompanied by the completed and executed Proxy Form, the following details must be included with the submitted questions: (i) the member's full name; and (ii) his/her/its identification/company registration number for verification pu

The Company will address all substantial and relevant questions relating to the resolutions to be tabled for approval at the AGM by publishing its responses to such questions, if any, on the Company's corporate website at the following URL: https://kimlygroup.sq, and on SGXNet at the following URL: https://kimlygroup.sq, and on SGXNet at the following URL: https://www.ggx.com/sec clarification sought, or follow-up questions after the deadline of the submission of questions, the Company will address those substantial and relevant questions prior to the AGM through publication on SGXNet, or at the AGM. The Company will, within one (1) month after the date of the AGM, publish the minutes of the AGM through publication on SGXNet, or at the AGM. The Company will

Personal data privacy:

By attending the Meeting, submitting a Proxy Form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Meeting and/or any adjournment thereof, and/or submitting any question to the Company in a collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and othe its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that all information submitted is true and accurate, and where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.