NagaCorp : POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 26 FEBRUARY 2021

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NAGACORP LTD.

ږޢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3918)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 26 FEBRUARY 2021

Reference is made to the circular (the "Circular") of NagaCorp Ltd. (the "Company") dated 5 February 2021 and the notice of the extraordinary general meeting (the "EGM") of the Company dated 5 February 2021 (the "Notice of the EGM"). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all the ordinary resolutions (the "Ordinary Resolutions") proposed at the EGM held on 26 February 2021 as set out in the Notice of the EGM were duly passed by the Shareholders by way of poll at the EGM.

The poll results in respect of the Ordinary Resolutions at the EGM were as follows:

Ordinary Resolutions(Note 2)	Number of Votes (approximate %)(Note 1)
For	Against
1.	To approve the grant of an award pursuant to the Share Award Scheme in respect of 6,000,000 new Shares to Mr. Timothy Patrick McNally and to give authority to the Directors to exercise the powers of the Company to give effect to such grant of Shares.	3,497,870,579 (96.108495%)	141,631,417 (3.891505%)
2.	To approve the grant of an award pursuant to the Share Award Scheme in respect of 1,166,667 new Shares to Tan Sri Dr Chen Lip Keong and to give authority to the Directors to exercise the powers of the Company to give effect to such grant of Shares.	543,416,278 (76.426682%)	167,613,255 (23.573318%)
Ordinary Resolutions(Note 2)	Number of Votes (approximate %)(Note 1)
For	Against
3.	To approve the grant of an award pursuant to the Share Award Scheme in respect of 3,000,000 new Shares to Mr. Philip Lee Wai Tuck and to give authority to the Directors to exercise the powers of the Company to give effect to such grant of Shares.	3,471,888,741 (95.394610%)	167,613,255 (4.605390%)
4.	To approve the grant of an award pursuant to the Share Award Scheme in respect of 30,000 new Shares to Mr. Lim Mun Kee and to give authority to the Directors to exercise the powers of the Company to give effect to such grant of Shares.	3,497,914,579 (96.109704%)	141,587,417 (3.890296%)
5.	To approve the grant of an award pursuant to the Share Award Scheme in respect of 20,000 new Shares to Mr. Michael Lai Kai Jin and to give authority to the Directors to exercise the powers of the Company to give effect to such grant of Shares.	3,497,914,579 (96.109704%)	141,587,417 (3.890296%)
6.	To approve the grant of an award pursuant to the Share Award Scheme in respect of 10,000 new Shares to Mr. Leong Choong Wah and to give authority to the Directors to exercise the powers of the Company to give effect to such grant of Shares.	3,497,914,592 (96.109704%)	141,587,404 (3.890296%)

Notes:

• 1. The number of votes and approximate percentage of total votes as stated above are based on the total number of issued Shares held by the relevant Shareholders (where applicable) who attended and voted at the EGM in person, by authorised representative or by proxy.

• 2. The summary herein is for reference only. For details, please refer to the full text of the relevant resolution set out in the Notice of the EGM.

As more than 50% of the votes were cast in favour of the Ordinary Resolutions, the Ordinary Resolutions were duly passed by way of poll at the EGM.

The branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking at the EGM.

As at the date of the EGM, the total number of issued Shares of the Company was 4,341,008,041 Shares.

As set out in the Circular, each of the Connected Participants and his associates are required to abstain from voting on the ordinary resolution at the EGM to approve the proposed Initial Connected Grant to him. Tan Sri Dr Chen Lip Keong, being an executive Director, the chief executive officer and the controlling shareholder, were interested in 2,928,472,463 Shares, representing approximately 67.46% of the issued share capital of the Company through (i) a direct interest of 1,943,107,166 Shares, representing 44.76%; (ii) an indirect interest of 951,795,297

Shares, representing 21.93% held through ChenLa Foundation, which in turn indirectly holds such interest through LIPKCO ENTERPRISES LIMITED and LIPKCO Group Limited; and (iii) an indirect interest of 33,570,000 Shares held by ChenLipKeongCapital Limited. Dr Chen and his associates had abstained from voting on the Ordinary Resolution numbered 2 at the EGM.

Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote for or against Ordinary Resolution numbered 2 was 1,412,535,578 Shares, representing approximately 32.54% of the total number of issued Shares as at the date of the EGM. There were no Share entitling the Independent Shareholders to attend and abstain from voting in favour of Ordinary Resolution numbered 2 at the EGM as set out in Rule 13.40 of the Listing Rules.

The total number of Shares entitling the Independent Shareholders to attend and vote on Ordinary Resolutions numbered 1 and 3 to 6 was 4,341,008,041 Shares, representing the entire issued Shares of the Company as at the date of the EGM. There were no Shares entitling the Independent Shareholders to attend and abstain from voting in favour of Ordinary Resolutions numbered 1 and 3 to 6 at the EGM as set out in Rule 13.40 of the Listing Rules.

Save as disclosed above, (i) no Shareholders were required to abstain from voting on the Ordinary Resolutions at the EGM under the Listing Rules; and (ii) no parties have stated their intention in the Circular to abstain from voting on or to vote against the Ordinary Resolutions at the EGM.

By Order of the Board

NagaCorp Ltd.

Lam Yi Lin Company Secretary

Hong Kong, 26 February 2021

As at the date of this announcement, the directors of the Company are:

Executive Directors

Tan Sri Dr Chen Lip Keong, Philip Lee Wai Tuck and Chen Yiy Fon

Non-executive Director

Timothy Patrick McNally

Independent Non-executive Directors

Lim Mun Kee, Michael Lai Kai Jin and Leong Choong Wah

This announcement is published on the Company's website atwww.nagacorp.comand the website of Hong Kong Exchanges and Clearing Limited atwww.hkexnews.hk.