Present
TAN SRI DR. AHMAD KAMARULZAMAN AHMAD BADARUDDIN
TAN SRI DATO’ SRI SUFRI BIN HAJI MOHD ZIN
DATO’ ABDUL AZIZ BIN MOHAMAD
DATO’ RICHARD KHOO TENG SAN
DATO’ Ir. ABDULLAH BIN ABD RAHMAN
DATO’ Sr. ABDULL MANAF BIN HJ HASHIM
FADZILAH BINTI MOHD SALLEH

TUN JEANNE BINTI ABDULLAH

As per the Attendance List

As per the list of invitees

The meeting commenced at 10.30 a.m. with the requisite quorum being present.

The designated Chairman, Tun Jeanne Abdullah was announced absent by the Company Secretary, as she was unable to chair the meeting due to health reasons. Pursuant to Article 68 of the Company’s Articles of Association and Section 329(2) of the Companies Act 2016, the Directors present have chosen Tan Sri Dr. Ahmad Kamarulzaman Ahmad Badaruddin as the Chairman of the meeting.

The Chairman welcomed the shareholders, proxies, and invitees to the Company’s 26th Annual General Meeting and briefed them on the agenda of the meeting.

The meeting was also briefed by the Company Secretary on the meeting procedure and the voting process. Pursuant to Article 70 of the Company’s Articles of Association, the Chairman demanded that all resolutions put to the vote shall be decided by a poll. The polling process was administered by Mega Corporate Services Sdn Bhd and scrutinized by Cygnus Technology Solutions Sdn Bhd, appointed by the Company. The meeting was further informed that there were several shareholders who had appointed the Chairman as their proxies.

The meeting agreed to take the notice as read as it was incorporated in the Annual Report dated 28^th April 2023 and was duly dispatched to all members.

The Meeting was informed that the Audited Financial Statements with the Auditors report thereon were duly approved by the Board Members on 19th April 2023. As explained in the Explanatory Note 2 to the notice of Meeting, the Audited Financial Statement was tabled for discussion only and would not put into vote.

The Chairman then declared that the Audited Financial Statements with the Auditors report for the financial year end 31st December 2022 been tabled and received.

The following resolution was duly passed as an Ordinary Resolution:-

“To approve the payment of first and final single tier dividend of 1.20 sen for the year ended 31^st December 2022.”

The following resolution was duly passed as an Ordinary Resolution:-

 “To approve the payment of Directors’ Fees in respect of the year ended 31^st December 2022.”

The following resolution was duly passed as an Ordinary Resolution:-

“To approve the payment of Directors’ benefits (other than Directors’ fees) to Non-Executive Directors in respect of the financial year ended 31^st December 2022.”

The following resolution was duly passed as an Ordinary Resolution:-

“To re-elect YBhg Tan Sri Dato’ Sri Sufri bin Hj Mohd Zin who shall retire as Director of the Company pursuant to Article 84 of the Company’s Articles of Association.”

The following resolution was duly passed as an Ordinary Resolution:-

“To re-elect YBhg Dato’ Richard Khoo Teng San who shall retire as Director of the Company pursuant to Article 84 of the Company’s Articles of Association.”

The following resolution was duly passed as an Ordinary Resolution:-

“To re-elect Dato’ Abdul Aziz bin Mohamad who shall retire as Director of the Company pursuant to Articles 84 of the Company’s Articles of Association.”

The following resolution was duly passed as an Ordinary Resolution:-

“To re-appoint Messrs Mazars PLT as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.”

The following resolution was duly passed as an Ordinary Resolution:-

“THAT subject always to the Companies Act, 2016 (“the Act”), the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 75 and 76 of the Act, to allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors of the Company may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company for the time being AND THAT the Directors of the Company be and are hereby empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities AND FURTHER THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.

AND THAT in connection with the above, pursuant to Section 85 of the Companies Act 2016 read together with Clause 53 of the Constitution of the Company, the shareholders of the Company do hereby waive their statutory pre-emptive rights over all new shares in the Company and such new shares when issued, to rank pari passu with existing issued shares in the Company.”

The following resolution was duly passed as an Ordinary Resolution:-

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company PROVIDED THAT:-

(1)       the aggregate number of shares purchased does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;
(2)       the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit account of the Company. As at the financial year ended 31st December 2022, the audited retained profit of the Company stood at RM7,279,975.19;
(3)       The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-
(a)       at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or
(b)       the expiration of the period within which the next AGM of the Company is required by law to be held; or
(c)       revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

(a)       to cancel the ordinary shares so purchased; or
(b)       to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancel; or
(c)       to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and
(d)       in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”

The meeting noted the polling results as verified by the Poll Scrutineer, a copy of which is attached to this minutes.

There be no further business the meeting closed at 11.05 a.m. with a vote of thanks to the Chair.

Signed as a correct record.

TAN SRI DR. AHMAD KAMARULZAMAN AHMAD BADARUDDIN
Chairman of the Meeting

Date : 20th June 2023

Present
TAN SRI DR. AHMAD KAMARULZAMAN AHMAD BADARUDDIN
TUN JEANNE BINTI ABDULLAH
TAN SRI DATO’ SRI SUFRI BIN MHD ZIN
DATO’ ABDUL AZIZ BIN MOHAMAD
DATO’ RICHARD KHOO TENG SAN
DATO’ Ir. ABDULLAH BIN ABD RAHMAN
DATO’ Sr. ABDULL MANAF BIN HJ HASHIM
FADZILAH BINTI MOHD SALLEH

As per the Attendance List

As per the list of invitees

The meeting commenced at 10.30 a.m. with the requisite quorum being present

The Chairman welcomed the shareholders, proxies, and invitees to the Company’s 27^th Annual General Meeting and briefed them on the agenda of the meeting.

The meeting was also briefed by the Company Secretary on the meeting procedure and the voting process. Pursuant to Article 70 of the Company’s Articles of Association, the Chairman demanded that all resolutions put to the vote shall be decided by a poll. The polling process was administered by Mega Corporate Services Sdn Bhd and scrutinized by Cygnus Technology Solutions Sdn Bhd, appointed by the Company. The meeting was further informed that there were several shareholders who had appointed the Chairman as their proxies.

The meeting agreed to take the notice as read as it was incorporated in the Annual Report dated 30^th April 2024 and was duly dispatched to all members.

The Meeting was informed that the Audited Financial Statements with the Auditors report thereon were duly approved by the Board Members on 23^rd April 2024.  As explained in the Explanatory Note 2 to the notice of Meeting, the Audited Financial Statement was tabled for discussion only and would not put into vote.

The Chairman then declared that the Audited Financial Statements with the Auditors report for the financial year end 31^st December 2023 been tabled and received.

The following resolution was duly passed as an Ordinary Resolution:

To approve the payment of first and final single tier dividend of 1.20 sen for the year ended 31^st December 2023.”

The following resolution was duly passed as an Ordinary Resolution:-

 “To approve the payment of Directors’ Fees in respect of the year ended 31^st December 2023.”

The following resolution was duly passed as an Ordinary Resolution:-

“To approve the payment of Directors’ benefits (other than Directors’ fees) to Non-Executive Directors in respect of the financial year ended 31^st December 2023.”

The following resolution was duly passed as an Ordinary Resolution:-

“To re-elect YABhg Tun Jeanne Binti Abdullah who shall retire as Director of the Company pursuant to Article 84 of the Company’s Articles of Association.”

The following resolution was duly passed as an Ordinary Resolution:-

“To re-elect YBhg Dato’ Sr. Abdull Manaf Bin Hj Hashim who shall retire as Director of the Company pursuant to Article 84 of the Company’s Articles of Association.”

The following resolution was duly passed as an Ordinary Resolution:

“To re-appoint Messrs Mazars PLT as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.”

The following resolution was duly passed as an Ordinary Resolution:

“THAT subject always to the Companies Act, 2016 (“the Act”), the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other governmental/regulatory authorities, the Directors of the Company be and are hereby empowered, pursuant to Section 75 and 76 of the Act, to allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors of the Company may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company for the time being AND THAT the Directors of the Company be and are hereby empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities AND FURTHER THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.

AND THAT in connection with the above, pursuant to Section 85 of the Companies Act 2016 read together with Clause 53 of the Constitution of the Company, the shareholders of the Company do hereby waive their statutory pre-emptive rights over all new shares in the Company and such new shares when issued, to rank pari passu with existing issued shares in the Company.”

The following resolution was duly passed as an Ordinary Resolution:

“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company PROVIDED THAT:-

(1)       the aggregate number of shares purchased does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(2)       the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit account of the Company. As at the financial year ended 31st December 2023, the audited retained profit of the Company stood at RM7,348,850.83;

(3)       The renewal of authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

(a)       at the conclusion of the next AGM of the Company following the general meeting in which the authorization is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or
(b)       the expiration of the period within which the next AGM of the Company is required by law to be held; or
(c)       revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

whichever occurs first;

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:

(a)       to cancel the ordinary shares so purchased; or
(b)       to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancel; or
(c)       to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; and
(d)       in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorised to act and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”

The meeting noted the polling results as verified by the Poll Scrutineer, a copy of which is attached to this minutes.

There be no further business the meeting closed at 11.05 a.m. with a vote of thanks to the Chair.

Signed as a correct record.

TAN SRI DR. AHMAD KAMARULZAMAN AHMAD BADARUDDIN
Chairman of the Meeting

Date : 26th June 2024