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PELIKAN INTERNATIONAL CORPORATION BERHAD

(Registration No. 198001009827 (63611-U)) (Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“EGM”) of Pelikan International
Corporation Berhad (“PICB” or the “Company”) will be conducted on a virtual basis at the broadcast venue
at Tricor Business Centre, Manuka 2 & 3 Meeting Room, Unit 29-01, Level 29, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia (“Broadcast Venue”)
through Remote Participation and Voting facilities provided by Tricor Investor & Issuing House Services
Sdn. Bhd. (“Tricor”) via TIIH Online website at https://tiih.online on Friday, 29 September 2023 at 3.30
p.m. for the purpose of considering, and, if thought fit, passing the following resolutions, with or without
any modifications:-

AGENDA

SPECIAL RESOLUTION 1

PROPOSED DISPOSAL BY PICB TOGETHER WITH ITS SUBSIDIARY COMPANIES, NAMELY, PELIKAN
HOLDING AG (“PHAG”) AND MOLKARI VERMIETUNGSGESELLSCHAFT MBH & CO. OBJEKT
FALKENSEE KG (“MOLKARI”) OF THE ENTIRE EQUITY INTERESTS IN PELIKAN GROUP GMBH
(“PGG”), PELIKAN PBS-PRODUKTIONSGESELLSCHAFT MBH & CO. KG (“PPG”) AND PELIKAN
PBS-PRODUKTION VERWALTUNGS-GMBH (“PBS”) FOR AN AGGREGATE CASH CONSIDERATION
OF €136,000,002 AND ASSIGNMENT OF DEBTS TO HOLDHAM SAS AMOUNTING TO €31,783,157.96
(“PROPOSED DISPOSAL”)

“THAT subject to all approvals being obtained from the relevant regulatory authorities and/or parties (if
required) and the conditions precedent as set out in the conditional share purchase agreement dated 29
June 2023 (“CSPA”) entered into between PICB, PHAG, MOLKARI, PBS as well as Holdham SAS being
fulfilled or waived (as the case may be), approval be and is hereby given to PICB, PHAG and MOLKARI to
proceed with, carry out and implement the Proposed Disposal in accordance with the terms and conditions
of the CSPA.

THAT the proceeds arising from the Proposed Disposal be utilised for the purposes as set out in Section 4
of Part A of the circular to the shareholders of the Company dated 7 September 2023.

AND THAT the Board of Directors of PICB (“Board”) be and is hereby authorised to take all such steps,
to do all such acts, deeds and things, to execute, sign and deliver, for and on behalf of PICB, all relevant
documents and to enter into any deeds, agreements, arrangements, undertakings, transfers and/
or indemnities to or with any party or parties as the Board may deem fit, necessary, expedient and/or
appropriate and in the best interest of the Company in order to implement, finalise and give full effect to
the Proposed Disposal under the terms of the CSPA, with full powers to negotiate, approve, agree, assent
and/or give effect to any conditions, variations, modifications, additions and/or amendments in respect
thereof as may be agreed to/required by any relevant regulatory authorities or as a consequent of any such
requirements and/or as the Board may deem fit, necessary, expedient and/or appropriate and in the best
interest of the Company.”

SPECIAL RESOLUTION 2

PROPOSED DISTRIBUTION OF PART OF THE CASH CONSIDERATION FROM THE PROPOSED


DISPOSAL TO ALL ENTITLED SHAREHOLDERS OF PICB BY WAY OF PROPOSED CAPITAL
REDUCTION CUM REPAYMENT PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016
(“ACT”) (“PROPOSED CAPITAL REPAYMENT”)

“THAT subject to and conditional upon the passing of Special Resolution 1 above as well as all the approvals
and consents being obtained from all relevant authorities and/or parties, where required, including but not
limited to the confirmation by the High Court of Malaya pursuant to Section 116 of the Act, approval be
and is hereby given for the Board to reduce the issued share capital of the Company via the cancellation
of RM452,403,638 of the issued share capital of the Company, and that the proceeds arising from such
cancellation be used to repay and return to the shareholders of the Company whose names appear in the
Company’s Record of Depositors on the entitlement date (which will be determined and announced by the
Board later) (“Entitlement Date”) (“Entitled Shareholders”), by way of cash distribution of RM0.75 for
every 1 ordinary share in PICB held by the Entitled Shareholders.

AND THAT the Board be and is hereby empowered and authorised to take all such steps and do all acts,
deeds and things to enter into any arrangements, transactions, agreements and/or undertakings and to
execute, sign and deliver on behalf of the Company, all such documents as may be necessary, expedient
and/or appropriate to implement and give full effect to the Proposed Capital Repayment with full powers
to assent to any conditions, modifications, variations and/or amendments as the Board may in its absolute
discretion deem fit, necessary, appropriate and/or expedient in the best interest of the Company or as a
consequence of any requirements imposed or permitted by any relevant authorities, the High Court and/or
the Registrar of Companies and/or as may be required to comply with any applicable laws, in relation to the
Proposed Capital Repayment and to do all such acts, deeds and/or things as the Board may consider fit,
necessary and/or expedient in the best interest of the Company.”

BY THE ORDER OF THE BOARD


PELIKAN INTERNATIONAL CORPORATION BERHAD

CHUA SIEW CHUAN (SSM PC NO. 201908002648) (MAICSA 0777689)


TAN LOO EE (SSM PC NO. 201908002686) (MAICSA 7063694)
Company Secretaries

7 September 2023

Notes:-
(1) IMPORTANT NOTICE
The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act
2016 which require the Chairperson of the meeting to be present at the main venue of the meeting.
(2) Members/proxies/corporate representatives WILL NOT BE ALLOWED to attend the EGM in person at
the Broadcast Venue on the day of the meeting.
(3) Members are to attend, speak (including posing questions to the Board via real time submission of
typed texts) and vote (collectively, “participate”) remotely at the EGM via the Remote Participation and
Voting facilities (“RPV”) provided by Tricor via its TIIH Online website at https://tiih.online. Please follow
the Procedures for RPV provided in the Administrative Details for the EGM and read the notes below in
order to participate remotely via RPV.
(4) A member who is entitled to attend and vote at the meeting via RPV is entitled to appoint at least
one (1) proxy to attend and vote in his stead. Where a member appoints up to two (2) proxies, the
appointments shall be invalid unless he specifies the proportions of his holding to be represented by
each proxy. The proxy may but need not be a member of the Company. There shall be no restriction
as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the
same rights as the member to speak at the Meeting.
(5) Members may submit questions to the Board prior to the EGM via TIIH Online website at https://
tiih.online by selecting “e-Services” to login, pose questions and submit electronically no later than
Wednesday, 27 September 2023 at 3.30 p.m. or to use the query box to transmit questions to the
Chairman/Board via RPV during live streaming.
(6) Where a member of the Company is an authorised nominee as defined under the Securities Industry
(Central Depositories) Act 1991 (“SIDCA”) and the Company’s Constitution, it may appoint at least
one (1) proxy but not more than two (2) proxies in respect of each Securities Account it holds to which
shares in the Company standing to the credit of the said account.
(7) Where a member of the Company is an exempt authorised nominee as defined under the SIDCA and
the Company’s Constitution which holds Deposited Securities 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.
(8) A member who has appointed a proxy or attorney or authorised representative to attend, participate,
speak and vote at this EGM via RPV must request his/her proxy to register himself/herself for RPV at
TIIH Online website at https://tiih.online. Please follow the Procedures for RPV in the Administrative
Details for the EGM.
(9) The appointment of a proxy may be made by electronic or in a hard copy form in the following manner
and must be received by the Company not less than forty-eight (48) hours before the time appointed
for holding the EGM or adjourned general meeting at which the person named in the appointment
proposes to vote:-
(a) In hard copy
In the case of an appointment made in hard copy form, the form of proxy must be deposited with
the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground
Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Malaysia.
(b) By electronic form
The Form of Proxy can be electronically lodged with the Share Registrar of the Company via TIIH
Online website at https://tiih.online. Kindly refer to the Administrative Details for the EGM on the
procedures for electronic lodgement of Form of Proxy via TIIH Online.
(10) Please ensure ALL the particulars as required in the form of proxy are completed, signed and dated
accordingly.
(11) Last date and time for lodging the Form of Proxy is Wednesday, 27 September 2023 at 3.30 p.m.
(12) Any authority pursuant to which such an appointment is made by a power of attorney must be deposited
with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground
Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia
not less than forty-eight (48) hours before the time appointed for holding the EGM or adjourned general
meeting at which the person named in the appointment proposes to vote. A copy of the power of
attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable
legal requirements in the relevant jurisdiction in which it is executed.
(13) A corporate member who has appointed a representative, please deposit the ORIGINAL/DULY
CERTIFIED certificate of appointment with the Share Registrar of the Company at Tricor Investor &
Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3,
Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer
Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of appointment should be executed in the
following manner:
(a) If the corporate member has a common seal, the certificate of appointment should be executed
under seal in accordance with the constitution of the corporate member.
(b) If the corporate member does not have a common seal, the certificate of appointment should be
affixed with the rubber stamp of the corporate member (if any) and executed by:
(i) at least two (2) authorised officers, of whom one shall be a director; or
(ii) any director and/or authorised officers in accordance with the laws of the country under which
the corporate member is incorporated.
(14) For the purpose of determining a member who shall be entitled to attend the EGM, the Company shall
be requesting Bursa Malaysia Depository Sdn. Bhd., in accordance with Clause 77 of the Company’s
Constitution and Section 34(1) of the SICDA to issue a General Meeting Record of Depositors as at
20 September 2023. Only a depositor whose name appears therein shall be entitled to attend the said
meeting or appoint a proxy to attend and/or vote on his stead.

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