Bumi Armada Berhad : Notice of 26th AGM

NOTICE OF ANNUAL GENERAL MEETING

Day/Date/Time	:	Wednesday, 25 May 2022 at 3.30 p.m.
Broadcast Venue	:	Kuala Lumpur Room, Level 21, Menara Perak, 24 Jalan Perak, 50450 Kuala Lumpur, Malaysia.

NOTICE IS HEREBY GIVEN that the Twenty-Sixth Annual General Meeting ("26th AGM") of Bumi Armada Berhad ("Bumi Armada" or the "Company") will be conducted virtually via remote participation and electronic voting on Wednesday, 25 May 2022 at 3.30 p.m. The live streaming will be broadcast from Kuala Lumpur Room, Level 21, Menara Perak, 24 Jalan Perak, 50450 Kuala Lumpur, Malaysia for the following purposes:

AS ORDINARY BUSINESS

• 1. To consider the audited Financial Statements of the Company for the financial year ended 31 December 2021 and the Reports of the Directors and Auditors therein.

  (Please see Explanatory Note 1)

• 2. To approve the payment of fees and benefits to the Non-Executive Directors of up to an amount of RM3.25 million from 25 May 2022 until the conclusion of the next Annual General Meeting ("AGM") of the Company to be held in 2023.

  Ordinary Resolution 1

  (Please see Explanatory Note 2)

• 3. To re-appoint Messrs PricewaterhouseCoopers PLT as Auditors of the Company for the financial year ending 31 December 2022 and to authorise the Directors to fix their remuneration for that year.

  Ordinary Resolution 2

  (Please see Explanatory Note 3)

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following Ordinary Resolutions, with or without modifications:

• 4. To re-elect Ms Maureen Toh Siew Guat who retires by rotation in accordance with Rule 131.1 of the Company's Constitution, and who being eligible, offers herself for re-election as a Director of the Company.

  Ordinary Resolution 3

  (Please see Explanatory Note 4)

• 5. To re-elect Mr Chan Chee Beng who retires by rotation in accordance with Rule 131.1 of the Company's Constitution, and who being eligible, offers himself for re-election as a Director of the Company (Please see Explanatory Note 4)

  Ordinary Resolution 4

• 6. To re-elect Tunku Alizakri bin Raja Muhammad Alias who retires in accordance with Rule 116 of the Company's Constitution, and who being eligible, offers himself for re-election as a Director of the Company.

  Ordinary Resolution 5

  (Please see Explanatory Note 4)

• 7. To retain Ms Alexandra Elisabeth Johanna Maria Schaapveld, who on 7 June 2022 has served as an Independent Non-Executive Director ("INED") of the Company for a cumulative term of 11 years, to continue to serve as an INED of the Company until the conclusion of the next AGM of the Company.

  Ordinary Resolution 6

  (Please see Explanatory Note 5)

• 8. To retain Tunku Ali Redhauddin ibni Tuanku Muhriz, who on 16 January 2022 has served as an INED of the Company for a cumulative term of 10 years, to continue to serve as an INED of the Company until the conclusion of the next AGM of the Company.

  Ordinary Resolution 7

  (Please see Explanatory Note 5)

• 9. Authority to issue and allot new ordinary shares pursuant to Sections 75 and 76 of the Companies Act 2016 ("CA 2016"), the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities") and the letters on Additional Temporary Relief Measures to Listed Issuers issued by Bursa Securities on 16 April 2020 and 23 December 2021 respectively (collectively, "Bursa Letters")

  Ordinary Resolution 8

  "THAT, the Directors be and are hereby empowered, pursuant to Sections 75 and 76 of the CA 2016 and the Bursa Letters, to issue and allot shares in the Company, at any time until the conclusion of the next AGM, to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit including in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force and that the Directors be and are hereby further authorised to make or grant offers, agreements or options in respect of shares in the Company

including those which would or might require shares in the Company to be issued after the expiration of the approval hereof provided that the aggregate number of shares to be issued pursuant to this approval does not exceed 20% of the total number of issued shares (excluding any treasury shares) of the Company for the time being ("20% General Mandate") and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities, subject always to the CA 2016, the Constitution of the Company, the MMLR and the approvals of all relevant regulatory bodies being obtained (if required).

AND THAT such approval of the 20% General Mandate shall continue in force until 31 December 2022, unless revoked or varied by an ordinary resolution of the Company at a general meeting.

AND THAT with effect from 1 January 2023, and provided that the total number of shares which have been issued under the 20% General Mandate has not exceeded 10% of the total number of issued shares (excluding any treasury shares) of the Company for the time being, the authority shall be reinstated from a 20% limit to a 10% limit pursuant to paragraph 6.03 of the MMLR, whereby the aggregate number of shares to be issued pursuant to this approval (when aggregated with the total number of shares which have been issued under the 20% General Mandate) does not exceed 10% of the total number of issued shares (excluding any treasury shares) of the Company for the time being ("10% General Mandate") and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities and that such approval shall continue in force until the conclusion of the next AGM of the Company, subject always to the CA 2016, the Constitution of the Company, the MMLR and the approvals of all relevant regulatory authorities being obtained (if applicable).

The 20% General Mandate and 10% General Mandate shall collectively be referred to as "General Mandate".

AND THAT authority be and is hereby given to the Directors of the Company to do all such acts and things as may be necessary or expedient in order to give full effect to the General Mandate with full powers to assent to any conditions, modifications, variations and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities.

AND FURTHER THAT the Directors of the Company, be and are hereby authorised to implement, finalise, complete and take all necessary steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the General Mandate."

(Please see Explanatory Note 6)

10.

Authority to issue and allot new ordinary shares pursuant to Sections 75 and 76 of the CA 2016, the MMLR and the Bursa Letters, under a general mandate for rights issue on a pro-rata basis ("Enhanced Rights Issue Mandate")

Ordinary Resolution 9

"THAT the Directors be and are hereby empowered pursuant to Sections 75 and 76 of the CA 2016, the MMLR and the Bursa Letters to:

• (i) provisionally issue and allot by way of a rights issue on a pro rata basis new ordinary shares of the Company ("Rights Shares") to the shareholders of the Company, whose names appear in the Record of Depositors of the Company at the close of business on an entitlement date to be determined and announced by the Directors later;

• (ii) issue such new Rights Shares as may be required to give effect to the Enhanced Rights Issue Mandate, including any persons entitled on renunciation of the provisional allotments;

• (iii) determine the issue price of the new Rights Shares which shall not be priced at more than a thirty percent (30%) discount to the theoretical ex-rights price;

• (iv) utilise the proceeds to be derived from the Enhanced Rights Issue Mandate for the purposes to be determined and announced by the Directors later; and

• (v) vary the manner and/or purpose of such proceeds as the Directors may deem fit and in the best interest of the Company,

provided that such new Rights Shares to be issued pursuant to this resolution, does not exceed fifty percent (50%) of the total number of the issued shares (excluding any treasury shares) of the Company for the time being.

AND THAT such approval on the Enhanced Rights Issue Mandate shall continue to be in force until 31 December 2022, unless revoked or varied by an ordinary resolution of the Company at a general meeting.

AND THAT the Directors of the Company be and are hereby also empowered to obtain the approval from Bursa Securities for the listing of and quotation for such new Rights Shares on the Main Market of Bursa Securities.

AND THAT authority be and is hereby given to the Directors of the Company to do all such acts and things as may be necessary or expedient in order to give full effect to the Enhanced Rights Issue Mandate with full powers to assent to any conditions, modifications, variations and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities.

AND FURTHER THAT the Directors of the Company, be and are hereby authorised to implement, finalise, complete and take all necessary steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the Enhanced Rights Issue Mandate."

(Please see Explanatory Note 7)

11.

Proposed offer, grant and/or allotment in respect of ordinary shares in the Company ("Bumi Armada Shares") to Mr Gary Neal Christenson, Executive Director/Chief Executive Officer pursuant to the Company's Management Incentive Plan ("MIP") - Annual Incentive.

Ordinary Resolution 10

"THAT authority be and is hereby given to the Directors of the Company to:

• (i) make and/or award, offer and grant to Mr Gary Neal Christenson, Executive Director/ Chief Executive Officer of the Company, at any time and from time to time, commencing from the date of the shareholders' approval ("Approval Date") and expiring at the conclusion of the AGM of the Company commencing next after the Approval Date or at the expiry of the period within which the next AGM of the Company is required to be held after the Approval Date, whichever is the earlier ("AI Mandate Period") pursuant to the MIP, such number of Bumi Armada Shares with a value of up to USD1,500,000 or its equivalent amount in Ringgit Malaysia (converted using the middle rate of Bank Negara Malaysia foreign exchange) based on the 5-day volume weighted average market price of the Bumi Armada Shares preceding the date of the offer as traded on Bursa Securities (rounded up to the nearest 100 Bumi Armada Shares), subject always to the terms and conditions of, and/or any adjustments which may be made pursuant to the provisions of the By-Laws of the MIP;

• (ii) issue and allot to him, such number of Bumi Armada Shares (whether during or after the AI Mandate Period) comprised in the offers and grants made and/or awarded to him during the AI Mandate Period; and

• (iiI) take all such actions that may be necessary and/or desirable to give effect to this resolution and to execute, sign and deliver on behalf of the Company, all such documents as they may deem necessary, expedient and/or appropriate, with full powers to assent to any condition, modification, variation and/or amendment thereto as the Directors of the Company may deem fit and in the best interest of the Company."

  (Please see Explanatory Note 8)

By Order of the Board

Shamsul Shahrina binti Mohd Hussein (MAICSA7047477)(SSM PC No. 201908002446)

Seuhailey binti Shamsudin @ Azraain (MAICSA7046575)(SSM PC No. 202008001650) Joint Company Secretaries

Kuala Lumpur

26 April 2022

Instructions for Appointment of Proxy

• 1. A member is encouraged to go online, participate and vote at the 26th AGM using remote participation and electronic voting facilities. If a member is not able to participate via the online meeting, a member can appoint the Chairman of the meeting as proxy and indicate the voting instructions in the proxy form. The appointment of proxy may be done in the manner as detailed in Note 5 below. A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend, participate, speak and vote for him/her subject to the following provisions:

  • (i) save as provided for in Note 2, the CA 2016 and any applicable law, each member shall not be permitted to appoint more than two (2) proxies; and

  • (ii) where a member appoints more than one (1) proxy, the appointment shall be invalid unless it/he/she specifies the proportion of the member's shareholdings to be represented by each proxy.

• 2. For the avoidance of doubt and subject always to Note 1, the CA 2016 and any applicable law:

  • (i) Where a member of the Company is an authorised nominee, it may appoint at least one (1) proxy in respect of each securities account it holds to which ordinary shares in the Company are credited. Each appointment of proxy by an authorised nominee shall be made separately or in one instrument of proxy which shall specify the securities account number and the name of the beneficial owner for whom the authorised nominee is acting;

  • (ii) Where a member 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.

• 3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.

• 4. The instrument appointing a proxy shall:

  • (i) in the case of an individual, be signed by the appointor or by his/her attorney; and

  • (ii) in the case of a corporation, be either under its common seal or signed by its attorney or by an officer on behalf of the corporation.

• 5. The instrument appointing a proxy must be submitted to the Company's Share Registrars, Boardroom Share Registrars Sdn. Bhd. in any one of the following manner:

  • (i) by hand or post, at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, or

  • (ii) electronically via email [e-mail]; or

  • (iii) electronically via the Share Registrars website, Boardroom Smart Investor Portal. Kindly follow the link athttps://investor.boardroomlimited.comto log in and deposit your proxy form electronically

  in each case, not less than 24 hours before the time appointed for the taking of the poll at the 26th AGM or adjourned meeting (i.e. the proxy form needs to be submitted no later than 24 May 2022 at 3.30 p.m. or adjourned meeting). Otherwise, the instrument of proxy shall not be treated as valid and the person so named shall not be entitled to vote in respect thereof.

• 6. The resolutions put to the votes at the 26th AGM shall be determined by poll. A proxy may vote on a poll. If the form of proxy is returned without an indication as to how the proxy shall vote on any particular matter, the proxy may exercise his discretion as to whether to vote on such matter and if so, how. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting and the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

• 7. The lodging of a form of proxy does not preclude a member from attending and voting at the meeting should the member subsequently decide to do so.

Members Entitled to Attend

8. For the purpose of determining members who shall be entitled to attend the 26th AGM, only the Company's members whose names appear in the Record of Depositors of the Company maintained by Bursa Malaysia Depository Sdn Bhd on 17 May 2022 shall be entitled to attend the said meeting or appoint proxies to attend on their behalf.

EXPLANATORY NOTES

• 1. Audited Financial Statements and the Reports of the Directors and Auditors thereon

  The audited Financial Statements and the Reports of the Directors and Auditors therein for the financial year ended 31 December 2021, will be laid before the Company at the 26th AGM for consideration of the members pursuant to the CA 2016. There is no requirement for the members to approve them and hence, the matter will not be put forward for voting.

• 2. Directors' Remuneration

  Section 230(1) of the CA 2016 provides amongst others, that "the fees" of the directors and "any benefits" payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. As such, the Board of Directors of the Company ("Board") shall seek shareholders' approval at the 26th AGM for the fees and benefits payable to the Directors.

  At the Company's AGM in May 2021, the shareholders had approved the payment of fees and benefits to the Non-Executive Directors ("NEDs") of up to an amount of RM3.0 million from 25 May 2021 until the conclusion of the next AGM. The payment of remuneration to the NEDs for the said period did not exceed RM3.0 million. The details of the remuneration of Directors for FYE 31 December 2021 are disclosed on page 134 of the Annual Report 2021.

  The Directors' fees and benefits comprise fees, meeting allowances and other emoluments payable to the Chairman and members of the Board and Board Committees. The NEDs' current remuneration framework is as set out below which came into effect on 1 July 2014 and updated in 2018:

• (ii) Meeting allowance (per meeting day)*

  Description	Chairman	NEDs
  (i) Director Fee
  RM40,667	RM15,000
  RM10,000	RM6,000
  RM4,000	RM2,500
  Member	Member
  (based in	(based
  Malaysia)	outside
  Malaysia)
  RM2,000	USD1,000
  USD1,000	USD1,000
  -	-

  RM3,500

  • • Monthly fixed allowance

  • • Board Committees (Audit and Risk Management Committees)

  • • Board Committees (Remuneration and Nomination & Corporate Governance Committees)

  • • For meetings in Malaysia

  • • For meetings outside Malaysia

  USD1,500

• (iii) Other Benefits

  • • Monthly car allowance

RM12,000

*The meeting allowance includes the allowance for travel days to attend meeting.

The proposed amount of up to RM3.25 million for the payment of fees and benefits to the NEDs for the period from 25 May 2022 to the next AGM comprise the estimated total fees of RM2.5 million and estimated total benefits of RM750,000.