Notice of 2021 Annual General Meeting and Proxy form

NSX RELEASE

12 November 2021

ANNUAL GENERAL MEETING

Dear Shareholder,

ROFINA Group Limited (NSX : 218) wishes to advise that in accordance with the implementation of the Malaysian Government's Movement Control Order, the 2021 Annual General Meeting will be held on Wednesday, 15 December 2021 at 11.00 am local Malaysia Time (MYT) / 2.00 pm Australia Eastern Daylight Time (AEDT) by virtually.

Shareholders will be able to join by Zoom, vote and ask questions on the same basis as shareholders physically present at an AGM. A Notice of Meeting and Explanatory Statement is set out on the following pages.

Shareholders can register to attend the virtual Annual General Meeting and to lodge a proxy vote to

the Board by emailing [e-mail] on or before 11.00 am (MYT), 13 December

2021. Once your registration request is received, Zoom details will be emailed to the Shareholders.

The formal business of meeting will ask shareholder to consider a number of resolutions.

The Chairman will be voting all undirected proxies in favour of the resolutions.

For further information please contact: [e-mail].

Boon Chin Soo

Chairman

NOTICE OF ANNUAL GENERAL MEETING

Date

Wednesday，15 December 2021

Time

11.00 am local Malaysian Time (MYT) / 2.00 pm Australian Eastern Daylight Time (AEDT)

Venue

Online, details on how shareholders can attend online will be distributed closer to date.

Your Vote is Important

The business of the Annual General Meeting (AGM) affects your shareholding, and your vote is important.

Voting in person

As the meeting will be held online, voting in person will not apply, and you are encouraged to lodge a proxy vote beforehand.

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 in the Proxy Form.

Attending Online

Shareholders wishing to attend the Annual General Meeting should pre-register with the Company by emailing their name and contact details to : [e-mail] later than Thursday, 9 December 2021.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Rofina Group Limited (the Company) will be held online at 11.00 am local Malaysian Time (MYT) / 2.00 pm Australian Eastern Daylight Time (AEDT)on Wednesday, 15 December 2021.

AGENDA

Annual Report

To consider and receive the Financial Report and the Reports of the Directors and Auditor for the year ended 31 May 2021.

Resolution 1 : Remuneration Report

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

"That, the Remuneration Report for the year ended 31 May 2021 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) named in the Company's 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 : Election of Su Hian Tan

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

"That, Su Hian Tan, who retires in accordance with Clause 20.2 of the Company's Constitution and, being eligible, offers herself for re-election, is appointed a Director of the Company."

PROXY FORM

A Proxy Form is attached to this Notice.

To be valid, properly complete and sign the Proxy Form. The forms must be received by the Company not later than 11.00 am local Malaysian Time (MYT) / 2.00 pm Australian Eastern Daylight Time (AEDT) on Monday, 13 December 2021.

By Order of the Board

Boon Chin Soo

Chairman

10 November 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 5.00 pm local Malaysian Time (MYT) / 8.00 pm Australian Eastern Daylight Time (AEDT) on Monday, 13 December 2021.

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

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at 11.00 am local Malaysian Time (MYT) / 2.00 pm Australian Eastern Daylight Time (AEDT) Wednesday, 15 December 2021.

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 May 2021. 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, at the second annual general meeting the Company will be required to put to Shareholders a resolution proposing the calling of a further general meeting to consider the appointment of Directors of the Company (Spill Resolution).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a further general meeting (Spill Meeting) within 90 days of the second annual general meeting. All 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 any 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 Reports as passed unanimously by the Company shareholders at the 2020 AGM, A Spill Resolution is not relevant for this meeting.