Kuala Lumpur Kepong Berhad : Notice of the 49th Annual General Meeting

NOTICE OF MEETING

Notice is hereby given that the Forty-Ninth Annual General Meeting of Kuala Lumpur Kepong Berhad ("KLK" or "Company") will be held as a virtual meeting conducted through live streaming from the broadcast venue at Menara KLK, Level 10, No. 1, Jalan PJU 7/6, Mutiara Damansara, 47810 Petaling Jaya, Selangor, Malaysia on Thursday, 17 February 2022 at 11.00 a.m. for the following purposes:

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the year ended 30 September 2021 and the Directors' and Auditors' reports thereon.
2. To re-elect the following Directors who retire by rotation in accordance with Article 119 of the Company's Constitution:

	(i) Dato' Lee Hau Hian	(Ordinary Resolution 1)
	(ii) Mr. Quah Poh Keat	(Ordinary Resolution 2)
	(iii) Mr. Lee Jia Zhang	(Ordinary Resolution 3)
3.	To re-elect Ms. Cheryl Khor Hui Peng who retires pursuant to Article 123 of the Company's	(Ordinary Resolution 4)
	Constitution.
4.	To approve the payment of Directors' fees for the year ended 30 September 2021 amounting to	(Ordinary Resolution 5)
	RM2,100,000 (2020: RM1,875,000).
5.	To approve the payment of Directors' benefits (other than Directors' fees) for the period	(Ordinary Resolution 6)
	from the Forty-Ninth Annual General Meeting to the Fiftieth Annual General Meeting to be
	held in 2023.
6.	To re-appoint Messrs. BDO PLT as Auditors of the Company for the financial year ending	(Ordinary Resolution 7)
	30 September 2022 and to authorise the Board of Directors to fix their remuneration.

As Special Business

To consider and, if thought fit, to pass the following Resolutions:

7. PROPOSED RENEWAL OF AUTHORITY TO BUY BACK ITS OWN SHARES BY THE COMPANY (Ordinary Resolution 8)

"THAT authority be given to the Company to buy back an aggregate number of shares in the Company ("Authority to Buy Back Shares") as may be determined by the Directors from time to time through Bursa Malaysia Securities Berhad upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company provided that at the time of purchase, the aggregate number of shares which may be purchased and/or held by the Company as treasury shares pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company and that the maximum funds to be allocated for the Authority to Buy Back Shares shall not exceed the latest audited retained profits of the Company;

THAT the shares purchased by the Company pursuant to Authority to Buy Back Shares may be dealt with by the Directors in all or any of the following manner:

1. distribute the shares as share dividends to the shareholders; or
2. resell the shares or any of the shares on Bursa Malaysia Securities Berhad; or
3. transfer the shares or any of the shares for the purposes of or under an employees' shares scheme; or
4. transfer the shares or any of the shares as purchase consideration; or
5. cancel the shares or any of the shares; or
6. sell, transfer or otherwise use the shares for such other purposes as allowed by the Companies Act 2016.

AND THAT the Directors be and are hereby empowered to do all such acts and things to give full effect to the Authority to Buy Back Shares with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities AND THAT such Authority shall commence upon passing of this ordinary resolution and will expire at the conclusion of the next Annual General Meeting ("AGM") of the Company following the passing of this ordinary resolution or the expiry of the period within which the next AGM is required by law to be held (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting) but not so as to prejudice the completion of a purchase by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authority."

1. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED (Ordinary Resolution 9)
   PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
   "THAT approval be given to the Company and/or its subsidiary companies to enter into recurrent transactions of a revenue or trading nature with related parties which are necessary for the Company's and/or its subsidiaries' day-to-day operations and carried out in the ordinary course of business on normal commercial terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders as set out in the Appendix I of the Company's Circular to Shareholders dated 31 December 2021 ("the Mandate");
   AND THAT the Directors be and are hereby empowered to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give full effect to the Mandate, with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities AND THAT the Mandate shall commence upon passing of this ordinary resolution and will expire at the conclusion of the next Annual General Meeting ("AGM") of the Company following the passing of this ordinary resolution or the expiry of the period within which the next AGM is required by law to be held but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016 (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting)."
2. PROPOSED RENEWAL OF THE AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE NEW (Ordinary Resolution 10)
   ORDINARY SHARES IN THE COMPANY ("KLK SHARES") IN RELATION TO THE DIVIDEND REINVESTMENT PLAN THAT PROVIDES THE SHAREHOLDERS OF THE COMPANY THE OPTION TO ELECT TO REINVEST THEIR CASH DIVIDEND ENTITLEMENTS IN KLK SHARES ("DRP")
   "THAT pursuant to the DRP approved by the shareholders at the Annual General Meeting ("AGM") held on 13 February 2018 and subject to the approval of the relevant authorities (if any), approval be and is hereby given to the Company to allot and issue such number of KLK Shares pursuant to the DRP until the conclusion of the next AGM, upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit and in the best interest of the Company PROVIDED THAT the issue price of the said KLK Shares shall be fixed by the Directors at not more than ten percent (10%) discount to the adjusted five (5)-day volume weighted average market price ("VWAMP") of KLK shares immediately prior to the price-fixing date, which VWAMP shall be adjusted ex-dividend before applying the aforementioned discount in fixing the issue price;
   AND THAT the Directors be and are hereby authorised to do all such acts and enter into all such transactions, arrangements and documents as may be necessary or expedient in order to give full effect to the DRP with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed or agreed to by any relevant authorities or consequent upon the implementation of the said conditions, modifications, variations and/or amendments, as they, in their absolute discretion, deem fit and in the best interest of the Company."
3. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016.

By Order of the Board

YAP MIOW KIEN

Company Secretary

Ipoh, Perak

Malaysia.

31 December 2021

Notes:

1. Remote Participation and Voting
   The Annual General Meeting ("AGM") will be conducted entirely through live streaming and online remote voting using the Remote Participation and Voting ("RPV") facilities provided by the appointed Poll Administrator for the AGM, Tricor Investor & Issuing House Services Sdn Bhd ("Tricor") on its TIIH Online website at https://tiih.online.
   Please follow the procedures set out in the Administrative Guide for the AGM which is available on the Company's website at www.klk.com.my and Bursa Malaysia Securities Berhad's website at www.bursamalaysia.com to register, attend, speak (in the form of real time submission of typed texts) and vote (collectively, "participate") remotely via the RPV facilities.
   The Broadcast Venue of the AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016, which requires the chairperson of the AGM to be present at the main venue of the meeting. Members/proxies/representatives WILL NOT BE ALLOWED to be physically present at the Broadcast Venue on the day of the AGM. Therefore, members are strongly advised to participate remotely at the AGM through live streaming and online remote voting using the RPV facilities.
2. Members Entitled to Participate
   Only members whose names appear on the Register of Members or General Meeting Record of Depositors as at 10 February 2022 will be entitled to participate at this AGM or appoint a proxy to participate on his/her behalf.
3. Appointment of Proxy
4. 1. A member of the Company entitled to participate at the meeting is entitled to appoint not more than two (2) proxies to exercise all or any of his/her rights to participate at the same meeting on his/her behalf. A proxy may but need not be a member of the Company. Where a member appoints two (2) proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.

(b) The proxy form	must be signed under the hand of the appointor or of his/her attorney duly authorised in writing or, if
the appointor is	a corporation, under its common seal or where a corporation does not have a seal, by any two (2) of its

authorised officers or under the hand of its officer or attorney duly authorised and in the case of a corporation with a single director, it shall be signed by the single director and countersigned by the company secretary of the corporation.

1. 1. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
   2. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Subsection 25A(1) of the Central Depositories Act.
   3. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
   4. The appointment of proxy may be made in a hardcopy form or by electronic means as specified below and must be received by the Company not less than twenty-four (24) hours before the time appointed for the taking of the poll:
   5. • In hardcopy form
        The original proxy form shall be deposited to Tricor's office at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, or alternatively, the Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
      • Electronically via Tricor Online System (TIIH Online)
        The proxy form can be electronically lodged with Tricor via TIIH Online at https://tiih.online. Please follow the procedures set out in the Administrative Guide for such lodgement.
   6. The power of attorney or other authority, if any, under which it is signed or a notarially certified of that power or authority, shall be deposited with Tricor not less than twenty-four (24) hours before the time appointed for the taking of the poll.
2. Explanatory Notes on Ordinary Businesses:
3. 1. Audited Financial Statements for the financial year ended 30 September 2021
      The Audited Financial Statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only and do not require members' approval. Hence, this item on the Agenda will not be put forward for voting by members' of the Company.
   2. Ordinary Resolution 4 - Re-election of Ms. Cheryl Khor Hui Peng
      In accordance with Article 123 of the Company's Constitution, a Director appointed by the Board shall hold office until the conclusion of the next Annual General Meeting of the Company and shall then be eligible for re-election.
      Ms. Cheryl Khor Hui Peng, who was appointed as a Director of the Company on 1 December 2021, retires pursuant to Article 123 of the Company's Constitution and being eligible, has offered herself for re-election at the Forty-Ninth Annual General Meeting. Shareholders' approval is sought for the re-election of Ms. Cheryl Khor Hui Peng under Ordinary Resolution 4.
      The profile of Ms. Cheryl Khor Hui Peng is listed in the Profile of Directors section.
   3. Payment of Directors' Fees and Benefits
      Section 230(1) of the Companies Act 2016 provides amongst others, that the Directors' fees and any benefits payable to the Directors of the Company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the members' approval shall be sought at this Forty-Ninth Annual General Meeting on the Directors' remuneration in two (2) separate resolutions as below:

1. Ordinary Resolution 5 - Payment of Directors' Fees to the Non-Executive Directors
   The KLK Board has recommended that the Directors' fees be held constant for three (3) years. The current annual fee for the Non-Executive Directors ("NEDs"), which was last approved by the Board of Directors in 2018 had remained unchanged since financial year 2018.
   During a review in October 2021, the Remuneration Committee recommended and the Board has approved, subject to shareholders' approval at this Annual General Meeting, for NEDs' fees and fees of Chairman of Board Committees to be increased. The recommendations were made after having reviewed the remuneration structure of the NEDs with appropriate benchmarking to selected companies of the same industry, and taking note of the Securities Commission's Corporate Governance Monitor 2020 commentary on board remuneration of constituents of the FBM 100 index. The Board and Remuneration Committee had also taken into account the increasingly complex business environment, and rising stakeholder expectations, and acknowledged that the responsibilities and contribution required of Directors in terms of fiduciary and statutory duties, risk, intensity/complexity of work, commitment and effort are now higher. As such, the fees are proposed to be increased as this is necessary to align with the remuneration packages of comparable companies in the plantation sector, to attract talent and experience which can contribute to long-term business sustainability.
   The proposed fees are as set out below:

	Current Fees	Proposed Fees
Category	(RM per annum)	(RM per annum)
Chairman of the Board	480,000	540,000
Non-Executive Board Member	240,000	270,000
Chairman of Audit and Risk Committee	30,000	35,000
Chairman of Remuneration Committee	20,000	25,000
Chairman of Nomination Committee	20,000	25,000

The shareholders' approval is hereby sought under Ordinary Resolution 5 on the payment of Directors' fees to the NEDs in respect of financial year 2021 as set out below:

	Board	Audit And Risk Committee	Other Board Committees
	(RM) Per Annum	(RM) Per Annum	(RM) Per Annum
Non-Executive Chairman	540,000	35,000	25,000
Non-Executive Director/Member	270,000	25,000	15,000

1. Ordinary Resolution 6 - Payment of Directors' Benefits (excluding Directors' Fees)
   There is no revision to the payment of Directors' Benefits (excluding Directors' Fees) for the period from the Forty-Ninth Annual General Meeting to the Fiftieth Annual General Meeting to be held in 2023, as summarised in the table below:

Type of Benefit/Allowance	Amount
Meeting Allowance (Board and Committees)	RM2,000 per meeting
Travelling (Overseas) Allowance	RM1,000 per day
Other Benefits	• Company car, petrol and driver
	• Discounts for purchase of Group/Company products
	• Business travel, medical, insurance coverage, and other claimables and
	reimbursables for the purpose of enabling the Directors to perform their duties

1. Explanatory notes on Special Businesses:
2. 1. Ordinary Resolution 8 - Proposed Renewal of Authority to Buy Back Shares
      Ordinary Resolution 8 proposed under Item 7 of the Agenda, if passed, will empower the Directors of the Company to buy back the Company's own shares through Bursa Malaysia Securities Berhad at any time within the time period stipulated by utilising the funds allocated out of the audited retained profits of the Company.
   2. Ordinary Resolution 9 - Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Shareholders' Mandate")
      Ordinary Resolution 9 proposed under Item 8 of the Agenda, if passed, will enable the Group to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature in the ordinary course of business which are necessary for the Group's day-to-day operations and on normal commercial terms not more favourable to the related parties than those generally available to the public, and are not to the detriment of the minority shareholders of the Company.
      The procurement of the Proposed Shareholders' Mandate would reduce substantially administrative time, effort and expenses associated with the convening of separate general meetings to seek members' approval as and when potential Recurrent Related Party Transactions arise.
   3. Ordinary Resolution 10 - Proposed Renewal of Authority for Directors to Allot and Issue KLK Shares in relation to Dividend Reinvestment Plan
      The shareholders had, at the Forty-Fifth Annual General Meeting held on 13 February 2018, approved the authority for the Directors to allot and issue KLK Shares in relation to Dividend Reinvestment Plan ("DRP") and such authority will expire at the conclusion of this AGM.

Ordinary Resolution 10 proposed under Item 9 of the Agenda, if passed, will give authority to the Directors to allot and issue KLK Shares pursuant to the DRP in respect of any dividends declared, and such authority shall expire at the conclusion of the next AGM of the Company.

The authority given for Ordinary Resolutions 8, 9 and 10 mentioned above unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. Further information on Ordinary Resolutions 8 and 9 is set out in the Circular to Shareholders of the Company dated 31 December 2021 which is available on the Company's website, www.klk.com.my.