Saramanis : Notice of Annual General Meeting

SARAMANIS LIMITED

A.C.N. 603 108 925

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Friday, 30 July 2021

Time

11.00am (local Malaysian time), 1.00pm Australian Eastern Standard Time (AEST)

Venue

Suite B, Level 6, Annexe Block, Bangunan Amoda, No. 22, Jalan Imbi, 55100 Kuala Lumpur, Malaysia.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

Note

Due to the COVID-19 outbreak and in accordance with the Malaysian Government's Movement Control Order, the Company requires that if a shareholder wishes to attend the Company's AGM in person they confirm their attendance by emailing the Company at [e-mail], no later than 26 July 2021.

In the event that the Company is required to make alternative arrangements for the AGM, an announcement will be lodged with NSX.

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is given that the sixth Annual General Meeting of Shareholders of Saramanis Ltd (Company) will be held at 11.00am (local Malaysian time), 1.00pm Australian Eastern Standard Time (AEST), on Friday, 30 July 2021 at Suite B, Level 6, Annexe Block, Bangunan Amoda, No. 22, Jalan Imbi, 55100 Kuala Lumpur, Malaysia.

AGENDA

Annual Report

To consider and receive the Financial Report and the Reports of the Directors and Auditor for the year ended 31 December 2020.

Resolution 1. Remuneration Report

To consider and, if thought fit, to pass the following resolution as an advisory resolution:

"That, the Remuneration Report for the year ended 31 December 2020 is adopted."

Voting Exclusion: The Company will, in accordance with the requirements of the Corporations Act, disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel (KMP's) named in Saramanis' Remuneration Report or that KMP's closely related parties, unless the vote is cast by a person as Proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

Resolution 2. Re-election of Jason Jong Tze Yun

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Jason Jong Tze Yun, who retires in accordance with Clause 20.2 of the Company's Constitution and, being eligible offers himself for re-election, is re-elected as a Director of the Company."

Resolution 3. Election of Mei Kwan Wong

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mei Kwan Wong, who retires in accordance with Clause 19.4 of the Company's Constitution and, being eligible offers herself for re-election, is re-elected as a Director of the Company."

Resolution 4. Ratification of issue of shares made to Wong Siew Chun

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of NSXA Listing Rule 6.25(1) and for all other purposes, Shareholders ratify and approve the prior issue of 66,112,436 Shares at A$0.015 per Share made on 19 October 2020 to Wong Siew Chun for the purposes and on the terms and conditions as set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form to vote as the proxy decides.

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Saramanis Ltd

ACN: 603 108 925

A Proxy Form is attached.

To be valid, properly completed forms must be received by the Company no later than at 11.00am (local Malaysian time), 1.00pm Australian Eastern Standard Time (AEST) on Wednesday 28 July 2021.

By Order of the Board

Jason Jong Tze Yun

Director

30 June 2021

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Entitlement to Vote

The Directors have determined that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5pm (local Malaysian time), 7pm Australian Eastern Standard Time (AEST), on Wednesday 28 July 2021.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at Suite B, Level 6, Annexe Block, Bangunan Amoda, No. 22, Jalan Imbi, 55100 Kuala Lumpur, Malaysia on Friday, 30 July 2021 at 11.00am (local Malaysian time), 1.00pm Australian Eastern Standard Time (AEST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether to vote for or against the Resolutions in the Notice of Meeting.

Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary as contained in this Explanatory Statement.

Resolution 1. Remuneration Report

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report sets out the Company's remuneration arrangements for Key Management Personnel of the Company. The Remuneration Report is part of the Directors' Report contained in the annual financial report of the Company for the financial year ending 31 December 2020. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second annual general meeting (Spill Resolution).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the Directors of the Company who were in office when the Directors' Report (as included in the Company's annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved by the Shareholders will be the Directors of the Company.

As the Remuneration Report received over 75% of votes in favour at the previous annual general meeting a Spill Resolution is not relevant for this meeting.

Voting Restrictions

Members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution put to Shareholders that the Remuneration Report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where:

1. The Chairman or any other member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with specific instructions on how to vote on a resolution to adopt the Remuneration Report of the Company; or
2. the Chairman is appointed in writing (by a Shareholder who is not Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding shareholder vote on remuneration, where the Shareholder provides express authorisation for the Chairman to do so.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

Resolution 2. Re-election of Jason Jong Tze Yun

Mr. Jason Jong Tze Yun, who was appointed as an Executive Director on 16 August 2017, retires in accordance with Clause 20.2 of the Company's Constitution and, being eligible, wishes to stand for re-election as Director of the Company.

Mr. Jong holds the position of Chief Executive Officer and oversees the operation and management of the Company. He is responsible for formulating and implementing the strategic plan as well as the business development of the Company.

Mr. Jong holds a Bachelor of Construction from Unitec Institute of Technology, New Zealand. Mr. Jong has a wealth of experience in the plantation industry in Sarawak and has been involved in the palm oil industry for over15 years. He joined the Company in 2016 and oversees the plantation and business development of the Company. He has been the key driver in the Company's decision to venture into pineapple plantation and will be instrumental in the success of the Company in the coming years.

The Directors, excluding Mr. Jong, unanimously recommend that Shareholders vote in favour of Resolution 2.

Resolution 3. Election of Mei Kwan Wong

Ms. Mei Kwan Wong, who was appointed as a Non-Executive Director on 28 June 2021, retires in accordance with Clause 19.4 of the Company's Constitution and, being eligible, wishes to stand for re-election as Director of the Company.

Mei Wong has comprehensive and successful business and entrepreneurial experience in Asia, with an extensive business network, through her Harvard alumni status. She has wide ranging experience in supporting international companies to become established in Asia. Her expertise includes business advisory services, international networking, media and public relations, project oversight, sports and agriculture. She has guided brand building exercises for Rolex, Mercedes-Benz, Audi, PGA Tour, Roland Garros and America's Cup in the Chinese market. Prior to that, she was also working for the Beijing 2008 Summer Olympic-Chinese Olympics Committee, New Zealand Immigration Service and Wellington Mayor's Office.

Mei Wong attended General Management Programme at Harvard Business School and holds a Master of Arts (with Merit) in International Relations from Victoria University of Wellington, New Zealand. Mei Wong is a New Zealand citizen.

The Directors, excluding Ms. Wong, unanimously recommend that Shareholders vote in favour of Resolution 3.