OM : Notice of Annual General Meeting & Explanatory Statement

OM HOLDINGS LIMITED

(ARBN 081 028 337)

(Malaysian Registration No. 202002000012 (995782-P))

Incorporated in Bermuda

No. of Pages Lodged: 14

22 April 2022

ASX Market Announcements ASX Limited

4th Floor

20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

2022 ANNUAL GENERAL MEETING & EXPLANATORY STATEMENT

Please find attached the Company's 2022 Notice of Annual General Meeting and Explanatory Statement convening the meeting to be held at Quest Kings Park, Level 1, 54 Kings Park Road, West Perth, Western Australia on Friday, 20 May 2022 commencing at 10.00am (Perth WST/ Malaysia MYT).

OM HOLDINGS LIMITED

Heng Siow Kwee/Julie Wolseley Joint Company Secretary

Further enquiries please contact: Ms Jenny Voon/ Ms Ng Ruiqi

T: +65 6346 5515

E:investor.relations@ommaterials.com

This ASX announcement was authorised for release by the Board of OM Holdings Limited.

Singapore Office:

10 Eunos Road 8, #09-03A

Singapore Post Centre, Singapore 408600 Tel: 65-6346 5515 Fax: 65-6342 2242 Email address:om@ommaterials.comWebsite:www.omholdingsltd.com

Unit 30-01, Level 30, Tower A Vertical Business Suite Avenue 3 Bangsar South, No.8, Jalan Kerinchi

ASX Code: OMH | Bursa Code: OMH (5298)Malaysian Registered Office:

59200 Kuala Lumpur, Malaysia

1

OM HOLDINGS LIMITED

ARBN 081 028 337

Malaysian Registration No. 202002000012

(Incorporated in Bermuda)

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND

PROXY FORM

Date of Meeting Friday, 20 May 2022

Time of Meeting 10.00am, (Perth WST/ Malaysia MYT)

Place of Meeting

Quest Kings Park, Level 1, 54 Kings Park Road, West Perth, Western Australia 6005

All resolutions to be considered at the Annual General Meeting ("AGM") will be decided by a poll to be conducted at the AGM.

Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of AGM.

THIS NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT SHOULD BE READ IN ITS ENTIRETY. IF SHAREHOLDERS ARE IN ANY DOUBT AS TO HOW THEY SHOULD VOTE, THEY SHOULD SEEK ADVICE FROM THEIR PROFESSIONAL ADVISORS WITHOUT DELAY.

OM HOLDINGS LIMITED

ARBN 081 028 337

Malaysian Registration No. 202002000012

(Incorporated in Bermuda)

NOTICE OF 2022 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of the Shareholders of OM Holdings Limited ARBN 081 028 337, Malaysian Registration No. 202002000012 ("OMH" or the "Company") will be held at Quest Kings Park, Level 1, 54 Kings Park Road, West Perth, Western Australia on Friday, 20 May 2022 commencing at 10.00am (Perth WST, Malaysia MYT) ("Meeting"), for the purpose of transacting the following business.

ITEMS OF BUSINESS:

An explanatory statement containing information in relation to the following Resolutions accompanies this Notice ("Explanatory Statement").

RESOLUTION 1 - FINANCIAL STATEMENTS AND REPORTS

To consider and, if thought fit to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That the Company receive and consider the following documents:

• (a) the statement of financial position of the Company as at 31 December 2021;

• (b) the consolidated financial statements of the Company and its controlled entities as at and for the year ended 31 December 2021; and

• (c) the reports of the Directors and the report of the auditor of the Company ("Auditor") on the financial statements of the Company and on the consolidated financial statements of the Company and its controlled entities."

RESOLUTION 2 - RE-ELECTION OF MR TAN PENG CHIN AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, in accordance with Bye-law 88 and ASX Listing Rule 14.4, Mr Tan Peng Chin retires and, being eligible for re-election, be re-elected as a Director."

RESOLUTION 3 - RE-ELECTION OF MS JULIE ANNE WOLSELEY AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, in accordance with Bye-law 88 and ASX Listing Rule 14.4, Ms Julie Anne Wolseley retires and, being eligible for re-election, be re-elected as a Director."

RESOLUTION 4 - RE-ELECTION OF DATO' ABDUL HAMID BIN SH MOHAMED AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, in accordance with Bye-law 87(2) and ASX Listing Rule 14.4, Dato' Abdul Hamid Bin Sh Mohamed retires and, being eligible for re-election, be re-elected as a Director."

RESOLUTION 5 - RE-ELECTION OF MS TAN MING-LI AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, in accordance with Bye-law 87(2) and ASX Listing Rule 14.4, Ms Tan Ming-li retires and, being eligible for re-election, be re-elected as a Director."

RESOLUTION 6 - APPROVAL OF RE-APPOINTMENT OF AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, in accordance with Bye-laws 155 and 157, Shareholders re-appoint Foo Kon Tan LLP as Auditor with a remuneration to be determined by the Directors."

ITEMS OF OTHER BUSINESS:

To deal with any other business which may be brought forward at the Meeting in accordance with the Bye-laws or the Companies Act.

VOTING GUIDE

Shareholders may refer to the voting procedures detailed below provided by the Company's respective share registry on the lodgement of Proxy Forms and submission of votes.

Definitions

Certain abbreviations and other defined terms are used throughout this Notice and in the Explanatory Statement which accompanies this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Statement.

By order of the Board

Heng Siow Kwee/Julie Wolseley JOINT COMPANY SECRETARY Dated: 15 April 2022

NOTES

•  In accordance with Bye-law 47, it has been determined by the Board that the Shareholders entitled to attend and vote at the Annual General Meeting shall be those Shareholders recorded on the Company's Australian Share Register and Malaysian Share Register (in the form of Record of Depositors of the Central Depository System "CDS") as at 10.00am (Perth WST and Malaysia MYT) on Friday, 13 May 2022. Only those Shareholders will be entitled to participate and vote at the Annual General Meeting on Friday, 20

  May 2022.

•  As the transmission of Shares from the Australian Share Register to the Malaysian Share Register may require up to four (4) working days, the Company strongly recommends Shareholders not to submit any request for transfer between the Australian Share Register to the Malaysian Share Register or vice versa from 10 May 2022 to 13 May 2022 to ensure that Shareholders will be captured on one of the respective share registers.

•  The Company welcomes the participation of Shareholders at the AGM. Shareholders are invited to lodge relevant questions in advance of the AGM by sending an email containing their question(s) toinvestor.relations@ommaterials.com by 5pm (Perth WST / Malaysia MYT) on Wednesday, 18 May 2022. It may not be possible to respond to all questions.

•  All resolutions at the AGM will be decided on a poll. Shareholders are therefore strongly encouraged to lodge directed proxies in advance of the AGM. For Shareholders who are registered on the Malaysian Share Register, if you are unable to participate at the AGM, you are encouraged to lodge a Proxy Form appointing the Chairman to vote on your behalf.

•  The Chairman of the AGM intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the AGM may change his voting intention on any resolution, in which case an ASX announcement will be made.

•  To be valid, the Proxy Form (and any power of attorney under which it is signed) must be received at the

  Australian share registrar, Computershare Investor Services Pty Limited (in the case of Shareholders registered on the Australian Share Register) or the Malaysian share registrar, Tricor Investor & Issuing House Services Sdn Bhd (in the case of Shareholders registered on the Malaysian Share Register) as outlined below by 10.00am (Perth WST / Malaysia MYT) on Wednesday, 18 May 2022. Any Proxy Form received after that time will not be valid for the scheduled AGM.

•  The Company is committed to health and safety, including the health and safety of its Shareholders, employees and contractors. As a result of the COVID-19 pandemic, the AGM will be subject to restrictions applicable as at the date of the Meeting, including limiting the numbers of persons to the physical AGM, requiring proof of vaccination status or health checks before admission, and the use of masks and other hygiene measures. There is a risk that Shareholders planning to attend the physical AGM may not be admitted. It is a requirement of the physical meeting venue that only Shareholders who are double vaccinated will be allowed to attend the AGM. Please be advised that proof of double vaccination for all Shareholders attending in person will be required prior to entry to the AGM. Only Shareholders or proxy holders will be allowed to attend the AGM.

•  No refreshments will be provided during the AGM.

•  No recording or photography of the AGM proceedings is allowed without the prior written permission of the

  Company.

•  Only Shareholders who are registered on the Malaysian Share Register will be able to attend the Meeting remotely via the Remote Participation and Voting ("RPV") facilities which will be made available by the Malaysian share registrar, Tricor Investor & Issuing House Services Sdn Bhd. Details with respect to registration are provided on page 4 "Voting guide for Shares held on the Malaysian Share Register and are able to be traded on Bursa Malaysia Securities Berhad".

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