Hartalega Berhad : Notice of 16th Annual General Meeting

Notice of

Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Sixteenth (16th) Annual General Meeting of the Company will be held at the Ballroom 2 & 3, 1st Floor, Sime Darby Convention Centre, No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday, 1 September 2022, at 9.30 a.m. for the following purposes:

A G E N D A

AS ORDINARY BUSINESS

1. To table the Audited Financial Statements for the financial year ended 31 March 2022 together with the Reports of the Directors and Auditors thereon.

(Please refer to Note A)

2. To approve the payment of a final dividend of 3.50 sen per share single tier for the financial year ended

31 March 2022.

(Resolution 1)

3. To approve the payment of Directors' Fees of RM1,320,000 and benefits of RM27,500 for the financial year ended 31 March 2022.

(Resolution 2)

4. To approve the payment of Directors' Fees of up to RM2,184,000 and benefits of up to RM58,000, from 1 April 2022 until the next Annual General Meeting.

(Resolution 3)

5. i. To re-elect the following Directors retiring in accordance with Clause 91 of the Constitution of the

Company:

a. Mr. Kuan Kam Hon @ Kwan Kam Onn	(Resolution 4)
b.	Tan Sri Datuk Dr. Rebecca Fatima Sta. Maria	(Resolution 5)
c.	Datuk Seri Nurmala binti Abd Rahim	(Resolution 6)

1. To re-elect the following Director retiring in accordance with Clause 96 of the Constitution of the
   Company:

a. Mr. Yap Seng Chong

(Resolution 7)

6. To re-appoint DELOITTE PLT (LLP0010145-LCA) (AF0080) as Auditors of the Company and to authorise the Directors to fix their remuneration.

(Resolution 8)

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AS SPECIAL BUSINESS

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

7. ORDINARY RESOLUTION - AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 75 & 76 OF THE COMPANIES ACT 2016

"THAT subject to the Companies Act 2016, the Constitution of the Company and the approvals of the Securities Commission, Bursa Malaysia Securities Berhad and other relevant governmental and/or regulatory authorities, where such approval is required, the Directors of the Company be and are hereby authorised and empowered pursuant to Section 75 & 76 of the Companies Act 2016 to allot and issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the total issued share capital of the Company for the time being and THAT the Directors be and are also empowered to obtain the approval for the listing and quotation of the additional shares so issued on the Bursa Malaysia Securities Berhad and THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company."

(Resolution 9)

8. ORDINARY RESOLUTION - PROPOSED RENEWAL OF AUTHORITY FOR PURCHASE OF OWN SHARES BY THE COMPANY

"THAT subject always to the provisions of the Companies Act 2016 ("Act"), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and other relevant statutory and/or regulatory requirements, the Company be authorised, to the fullest extent permitted by law, to buy-back such amount of Shares in 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 interests of the Company, provided that:

1. the aggregate number of Shares bought-back does not exceed 10% of the total issued and paid- up ordinary share capital of the Company at any time;
2. the maximum amount of funds to be allocated for the shares buy-back shall not exceed the
   Company's audited retained earnings at any point in time;
3. the Shares purchased shall be treated in the following manner:
4. 1. the purchased Shares shall be cancelled; or
   2. the purchased Shares shall be retained as treasury shares for distribution as dividend to the shareholders and/or resale on Bursa Securities in accordance with the relevant rules of Bursa Securities and/or cancellation subsequently; or
   3. part of the purchased Shares shall be retained as treasury shares and the remainder shall be cancelled; or
   4. in such other manner as Bursa Securities and other relevant authorities may allow from time to time; or
   5. any combination of (a), (b), (c) and (d) above.

AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution until:

1. the conclusion of the next Annual General Meeting ("AGM") of the Company following the general meeting at which such resolution was passed, at which time the authority will lapse unless renewed by ordinary resolution, either unconditionally or subject to conditions; or
2. the expiration of the period within which the next AGM after that date is required by law to be held; or
3. revoked or varied by resolution passed by the Company in general meeting;

whichever occurs first.

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AND FURTHER THAT authority be and is hereby given to the Directors of the Company to take all such steps as may be necessary or expedient (including without limitation, the opening and maintaining of central depository account(s) under the Securities (Central Depository) Industry Act 1991, and the entering into and execution of all agreements, arrangements and guarantees with any party or parties) to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities and with full power to do all such acts and things thereafter (including without limitation, the cancellation or retention as treasury shares of all or any part of the Shares bought-back) in accordance with the provisions of the Act, the Constitution of the Company, the Main Market Listing Requirements of Bursa Securities and all other relevant statutory and/or regulatory requirements."

(Resolution 10)

NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN that a final dividend of 3.50 sen per share single tier for the financial year ended 31 March 2022, if approved, will be paid on 29 September 2022, to depositors registered in the Record of Depositors at the close of business on 15 September 2022.

A depositor shall qualify for the dividend in respect of:

1. Shares transferred into the Depositor's Securities Account before 5.00 p.m. on 15 September 2022, in respect of ordinary transfers; and
2. Shares bought on the Bursa Malaysia on a cum entitlement basis according to the Rules of Bursa Malaysia. By Order of the Board

WONG MAW CHUAN (MIA 7413) (SSM PC No.: 202008003554)

WONG YOUN KIM (F) (MAICSA 7018778) (SSM PC No.: 201908000410)

LEE CHIN WEN (F) (MAICSA 7061168) (SSM PC No.: 202008001901)

Company Secretaries

29 July 2022

Notes:

1. The Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this agenda item is not put forward for voting.

1. A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies (or being a corporate member, a corporate representative) to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 334(1) of the Companies Act 2016 shall not apply to the Company.
2. Subject to Note (3) below, where a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy.
3. The instrument appointing a proxy in the case of an individual shall be signed by the appointor or his attorney or in the case of a corporation executed under its common seal or signed on behalf of the corporation by its attorney duly authorised.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
   Company for multiple beneficial owners in one securities account ("omnibus account") as defined under the Securities Industry (Central Depositories) Act 1991, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
5. Where the Form of Proxy is executed by a corporation, it must be executed under its seal or under the hand of its attorney.

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6. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must, to be valid, be deposited at the office of the Share Registrar, Boardroom Share Registrar Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia or via electronic means through the Boardroom Smart Investor Portal at https://investor.boardroomlimited. comby logging in and selecting "Hartalega Holdings Berhad Sixteenth (16th) Annual General Meeting" from the list of Corporate Meetings to deposit the proxy form electronically not less than forty-eight (48) hours before the time appointed for holding of the meeting or at any adjournment thereof.

1. Only a depositor whose name appears on the Record of Depositors as at 24 August 2022 shall be entitled to attend the said meeting and to appoint a proxy or proxies to attend, speak and/or vote on his/her behalf.
2. Pursuant to Clause 58 of the Constitution of the Company, all resolutions set out in this Notice will be put to vote by way of poll.

Explanatory notes on Special Business:

1. Resolution 9
   Ordinary Resolution - Authority to allot and issue shares pursuant to Section 75 & 76 of the Companies
   Act 2016
   The proposed Ordinary Resolution 9 is a renewable mandate for the issue of shares under Section 75 & 76 of the Companies Act 2016. If passed, it will give flexibility to the Directors of the Company to issue shares up to a maximum of ten per centum (10%) of the issued share capital of the Company at the time of such issuance of shares (other than bonus or rights issue) and for such purposes as they consider would be in the best interests of the Company without having to convene separate general meetings. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.
   No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on 7 September 2021 pursuant to this authority.
   The general mandate will provide flexibility to the Company for any possible fund-raising activities, including but not limited to the placing of shares, funding future investment(s), acquisition(s) and working capital and thereby reducing administrative time and cost associated with the convening of such meeting(s).
2. Resolution 10
   Ordinary Resolution - Proposed renewal of authority for purchase of own shares by the Company

The proposed Ordinary Resolution 10 if passed, will empower the Company to purchase and/or hold up to ten per centum (10%) of the issued and paid-up share of the Company. This authority unless revoked or varied by the Company at a General Meeting will expire at the next Annual General Meeting.

Further information on the Proposed Renewal of Authority for Purchase of Own Shares by the Company is set out in the Share Buy-Back Statements to Shareholders of the Company which is dispatched together with this Annual Report.

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