Kumpulan Perangsang Selangor : Extraordinary General Meeting Minutes and Q&A, 6 March 2024

KUMPULAN PERANGSANG SELANGOR BERHAD

(Registration No. 197501002218/ 23737-K)

(Incorporated in Malaysia)

Minutes of the Extraordinary General Meeting ("EGM") of Kumpulan Perangsang Selangor Berhad ("KPS Berhad or the Company") held virtually from the Broadcast Venue at KPS Berhad Corporate Office,17th Floor, Plaza Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan and via the Boardroom Smart Investor Portal athttps://investor.boardroomlimited.com on Wednesday, 6 March 2024 at 10.00 a.m.

Present live streaming via Boardroom Smart Investor Portal athttps://investor.boardroomlimited.com with Remote Participation and Electronic Voting ("RPEV") facilities

:Members, Corporate Representatives and Proxies

As per the Attendance List in Appendix 1.

Present at KPS Berhad Corporate Office

• : Board of Directors ("Board")

  • 1) YB Dato' Setia Haris bin Kasim ("Dato' Chairman")

  • 2) Encik Ahmad Fariz bin Hassan, Managing Director/ Group Chief Executive Officer ("MD/GCEO")

    Present via Ms Teams platform

    :

  • 1) Puan Norita binti Mohd Sidek, Non-Independent Non-Executive Director

  • 2) Puan Norliza binti Kamaruddin, Independent Non-Executive Director ("INED")

  • 3) Ms Sharmila Sekarajasekaran, INED

  • 4) YBhg Datuk Syed Izuan bin Syed Kamarulbahrin, INEDAbsent with apology

    :

  • 1) Dato' Ikmal Hijaz bin Hashim, INED

  • 2) Dato' Noorazman bin Abd Aziz, INED

  Present at KPS Berhad Corporate Office

• : Management

  • 1) Puan Suzila binti Khairuddin, Deputy Chief Executive Officer, Finance and Corporate Services

  • 2) Encik Azlan bin Abd Jalil, Deputy Chief Executive Officer, Strategy & Investments

  • 3) Puan Selfia binti Muhammad Effendi, Company Secretary ("Company Secretary")

  Advisers, Solicitors and External Auditors

Present by invitation via MS Teams platform

:

• 1) Mr. Tommy Har, Head/Director, RHB Investment Bank Berhad ("RHB Investment")

• 2) Ms. Chen Poh Ping, Director, RHB Investment

• 3) Datin Seet Hooi Ping, Partner, Messrs. Albar & Partner ("Albar")

• 4) Ms. Koo Swee Lin, Audit Partner from Messrs. BDO PLT ("BDO"), the Company's External Auditor.

Page 1 of 7

KUMPULAN PERANGSANG SELANGOR BERHAD (Registration No. 197501002218/ 23737-K)

RE: MINUTES OF EGM HELD ON 6 MARCH 2024

• 1. CHAIRMAN

  YB Dato' Setia Haris bin Kasim ("Dato' Chairman") presided as Chairman of the EGM ("Meeting").

• 2. NOTICE OF MEETING

  The notice convening the Meeting, having been circulated earlier to all members of the Company via e-communication and duly advertised in "The Star" within the prescribed period, was taken as read.

• 3. QUORUM

  On behalf of the Board and Management, Dato' Chairman welcomed all shareholders and invited guests who were present remotely from various locations through live streaming to the EGM of KPS Berhad.

  Thereafter, upon confirmation by the Company Secretary on the presence of the requisite quorum, Dato' Chairman called the Meeting to order at 10.00 a.m.

• 4. POLLING

  Dato' Chairman informed the meeting that in accordance with Paragraph 8.29A of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"), the resolution outlined in the Notice of EGM would be voted on electronically via poll using the RPEV facilities.

  He added that Boardroom has been appointed as Poll Administrator to assist with the polling process, and Sky Corporate has been appointed as Independent Scrutineer to verify the results.

  To ease voting using RPEV facilities, online remote voting will be accessible from the onset of the EGM until a time to be announced later. Dato' Chairman invited the Boardroom to broadcast the video tutorial on the voting procedure and how to raise questions at the meeting through the RPEV application.

  Dato' Chairman thanked the Boardroom for the video tutorial and proceeded with the agenda for the meeting.

• 5. PROPOSED DIVESTMENT BY BOLD APPROACH SDN BHD ("BOLD APPROACH"), A WHOLLY-OWNED SUBSIDIARY OF KPS BERHAD, OF ITS 50.00% EQUITY INTEREST IN KAISERKORP CORPORATION SDN BHD ("KAISERKORP") TO AI DREAM (HK) LIMITED ("AI DREAM") FOR A CASH CONSIDERATION ("PROPOSED DIVESTMENT")

  Dato' Chairman proceeded with the agenda of the meeting in relation to the above Proposed Divestment.

  Without further ado, Dato' Chairman called upon Ms. Chen Poh Ping ("Ms. Chen"), Principal Adviser from RHB Investment Bank Berhad ("RHB IB"), joined the meeting virtually to advise the shareholders in respect of the Proposed Divestment details of which was attached as Appendix 2 of the Minutes.

Page 2 of 7

KUMPULAN PERANGSANG SELANGOR BERHAD (Registration No. 197501002218/ 23737-K)

RE: MINUTES OF EGM HELD ON 6 MARCH 2024

Ms. Chen briefed the following salient points of the presentation to the shareholders, which were noted:

• i) The objective of the proposal was to seek approval from the shareholders of KPS Berhad for the Proposed Divestment, as summarised below:

• ii) Illustration of the Provisional Sale Considerations

  The provisional sale consideration for 50.00% equity interest in Kaiserkorp is RM265.48 million ("Provisional Sale Consideration"); details are as follows:

Page 3 of 7

KUMPULAN PERANGSANG SELANGOR BERHAD (Registration No. 197501002218/ 23737-K)

RE: MINUTES OF EGM HELD ON 6 MARCH 2024

• iii) Details of the Proposed Divestment

• iv) Rationale and Benefits of the Proposed Divestment

• v) Effect of the Proposed Divestment

Page 4 of 7

KUMPULAN PERANGSANG SELANGOR BERHAD (Registration No. 197501002218/ 23737-K)

RE: MINUTES OF EGM HELD ON 6 MARCH 2024

Dato' Chairman thanked the Principal Adviser for the presentation and briefed the shareholders on the procedures for tabling and approving the resolution.

As set out in the EGM Notice, the ordinary resolution shall be voted on by polling as per Bursa Securities' MMLR. Pursuant to Clause 63(3) of the Company's Constitution, voting by way of poll accords one vote for every one share held by the shareholder.

Subsequently, Dato' Chairman explained the sequence of the flow for the meeting as follows:

• i) He will go through the ordinary resolution as set out in the EGM Notice and

• ii) Followed by the Questions and Answers ("Q&A") session to answer the questions from the following:

  • a) The Minority Shareholders Watch Group ("MSWG") via letter dated 29 February 2024. The Management has responded to MSWG on 1 March 2024

  • b) The shareholders/proxies via the Boardroom Smart Investor Portal commencing from 16 February 2024 to 5 March 2024 and live questions posted in the query box during the live streaming.

    The time allocated for this session was about 40 minutes, and the Board/Management will endeavour to answer the questions posed, which are related to the business of EGM. Nevertheless, in the event that the Board/Management are unable to answer all the relevant questions in the allotted time, the responses to the remaining questions will be posted on the Company's website at the earliest possible after the meeting and

  • c) After the Q&A session, the resolution would be put to vote remotely using the Remote Participation & Voting applications. The Board/Management will also allocate sufficient time for the shareholders to vote via the RPEV during the session.

• 6. QUESTIONS AND ANSWER SESSION

  Dato' Chairman then invited the MD/GCEO to brief the shareholders by reading out questions from the MSWG and some of the questions submitted by the shareholders prior to the meeting, as well as questions received via query box from the shareholders, corporate representatives and proxies during the meeting (live questions) together with the Management's responses for the same, details of which was attached as Appendix 3 of the Minutes.

  Dato' Chairman concluded the Q&A session and thanked the shareholders for the questions raised. Should there be any questions that the Board/Management were unable to answer within the allotted time, the answers to the remaining questions would be posted on the Company's website at the earliest possible after the Meeting.

• 7. VOTING ON THE RESOLUTIONS AND DECLARATION OF POLL RESULTS

  Dato' Chairman reiterated that polling at the EGM will be conducted using the RPEV.

  Dato' Chairman informed the Meeting that in his capacity as a proxy of the shareholders, he would vote for the resolution in accordance with instructions received from the shareholders who had appointed himself to vote on their behalf.

Page 5 of 7

KUMPULAN PERANGSANG SELANGOR BERHAD (Registration No. 197501002218/ 23737-K)

RE: MINUTES OF EGM HELD ON 6 MARCH 2024

Dato' Chairman adjourned the meeting at 10.55 a.m. until the scrutineer completed the casting and verification of the votes.

The meeting resumed at 11.10 a.m., and Dato' Chairman called the meeting to order.

The Poll Administrator handed over a summary of the Poll Results to Dato' Chairman for declaration as follows:

Vote FOR	Vote AGAINST	Total Vote
No. of	No. of	No. of
Resolution	Records	Shares	%	Records	Shares	%	Records	Shares
Ordinary Resolution 1	173	342,492,443	99.9973	23	9,187	0.0027	196	342,501,630

Based on the voting results, Dato' Chairman declared that by majority votes, the following motion for the Proposed Variation be and hereby duly carried:

RESOLVED:

"THAT:

• (a) subject to the conditions precedent stipulated in the conditional share sale agreement dated 9 January 2024 entered between the Company, Bold Approach, Yeoh Jin Hoe and AI Dream ("SSA") being fulfilled or waived (as the case may be), approval be and is hereby given to the Company for Bold Approach to divest its 50.00% equity interest in Kaiserkorp to AI Dream for a cash consideration, subject to the terms and conditions of the SSA;

• (b) the execution by the Company and Bold Approach and the performance of the Company's and Bold Approach's obligations under the SSA be and are hereby approved, ratified and confirmed;

• (c) the execution by the Company and Bold Approach of the new shareholders' agreement, in form and substance as set out in the SSA, to be entered into to regulate the rights and relationship between the shareholders' in Kaiserkorp ("Proposed Shareholders' Agreement") and other ancillary documents in relation thereto be and are hereby approved, ratified and confirmed;

• (d) the execution by the Company and Bold Approach and the performance of the Company's and Bold Approach's obligations under the Proposed Shareholders' Agreement and other ancillary documents in relation thereto be and are hereby approved, ratified and confirmed;

• (e) approval be and is hereby given to the Board of Directors of the Company ("Board") to use the proceeds to be raised from the Proposed Divestment as set out in Section 2.3 of the circular to the shareholders of the Company dated 16 February 2024 in relation to the Proposed Divestment, and the Board be authorised with full powers to vary the manner and/or purpose of the use of such proceeds in such manner as the Board may deem fit, necessary and/or expedient, subject to the approval of the relevant authorities and/or parties (where required) and/or in the best interest of the Company;

Page 6 of 7

Appendix 2

KUMPULAN PERANGSANG SELANGOR BERHAD

Extraordinary general meeting ("EGM")

6 March 2024

Introduction

To seek approval from the shareholders of Kumpulan Perangsang Selangor Berhad ("KPS Berhad") for the Proposed Divestment

Proposed DivestmentPurchaserVendorApprovals required

• ➢ Proposed divestment by Bold Approach of its 50.00% equity interest in Kaiserkorp Corporation Sdn Bhd ("Kaiserkorp") to AI Dream for a cash consideration ("Proposed Divestment")

• ➢ Upon completion of the Proposed Divestment, Kaiserkorp will cease to be a subsidiary of Bold Approach and Bold Approach will be holding 10.00% equity interest in Kaiserkorp

• ➢ AI Dream (HK) Limited ("AI Dream")

• ➢ Bold Approach Sdn Bhd, a wholly-owned subsidiary of KPS Berhad ("Bold Approach")

Shareholders of KPS BerhadAny other relevant authority and/ or party, if required

Illustration of the Provisional Sale Consideration

The provisional sale consideration for 50.00% equity interest in Kaiserkorp is RM265.48 million ("Provisional Sale Consideration")

Computed based on the exchange rate of USD1.00: RM4.6505

➢ The Provisional Sale Consideration has been computed based on the unaudited consolidated financial statements of Kaiserkorp for FPE 30 September 2023 and on the assumption that there are no (i) adjustment to the consolidated working capital of Kaiserkorp and (ii) any leakage, as shown below:

Base amount of USD100 million

Add : Consolidated net cash of Kaiserkorp as at 30 September 2023

Multiplied by 50% equity interest in Kaiserkorp

Provisional Sale Consideration

RM' million 465.05 65.90 530.96 50.00% 265.48

➢

The Provisional Sale Consideration translates into RM530.96 mil for a 100.00% equity interest in Kaiserkorp ("100% Provisional Sale Consideration")