5. Resolution 6 – Re-appointment of Auditors The Board had on 30 March 2023, through the Audit and Risk Management Committee (“ARMC”), assessed the suitability, objectivity and independence of the External Auditors, Messrs Crowe Malaysia PLT and considered the re-appointment of Messrs Crowe Malaysia PLT as Auditors of the Company in accordance with the External Auditor Policy of the Company. The Board and the ARMC collectively agreed and satisfied that Messrs Crowe Malaysia PLT has the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements of Bursa Securities. EXPLANATORY NOTES ON SPECIAL BUSINESS 1. Resolution 7 – Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 This Special Resolution is pertaining to the waiver of pre-emptive rights granted to the shareholders pursuant to Section 85 of the Act. By voting in favour of the Special Resolution, the shareholders of the Company would be waiving their statutory pre-emptive right. The Special Resolution if passed, would allow the Directors to issue new shares to any person without having to offer the new Company shares to be issued to such persons as at the date of the offer are entitled to receive notices of General Meetings from the Company in proportion as nearly as the circumstances admit, to the amount of the existing shares or securities to which they are entitled, prior to issuance. 2. Resolution 8 – Authority to Allot Shares This resolution is proposed for the purpose of granting a renewed general mandate (“General Mandate”) and empowering the Directors to allot shares in the Company up to an amount not exceeding in total ten per cent (10%) of the total number of issued shares (excluding treasury shares) of the Company for such purposes as the Directors consider would be in the interest of the Company. Subject to passing of the Special Resolution on waiver of pre-emptive rights pursuant to Section 85 of the Act, this resolution, if passed, would provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time. The purpose of this renewed General Mandate is for possible fund raising activities including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings and acquisition. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM or at the expiration of the period within which the next AGM is required to be held, whichever is earlier. As at the date of this notice, the Company did not issue any shares pursuant to the 10% General Mandate granted to the Directors at the Thirteenth AGM as there were no investment(s), acquisition(s) or working capital that require fund raising activity. 3. Resolution 9 – Proposed RRPT Mandate This resolution, if passed, will authorise the Company and each of its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature in the ordinary course of business. For further information on the recurrent related party transactions, please refer to the Circular to Shareholders dated 27 April 2023. 4. Resolution 10 – Proposed Renewal of Share Buy Back This resolution, if passed, will give the Company the authority to purchase its own ordinary shares of up to ten per cent (10%) of the number of issued shares of the Company. For further information on Proposed Renewal of Share Buy Back, please refer to the Statement to Shareholders dated 27 April 2023. NOTICE OF FOURTEENTH (14TH) ANNUAL GENERAL MEETING Kimlun Corporation Berhad | Registration No. 200901023978 (867077-X) 187
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