Hartalega : Minutes of Meeting - 17th AGM

HARTALEGA HOLDINGS BERHAD

Registration No. 200601022130 (741883-X)

(Incorporated in Malaysia)

AGM17/2023

MINUTES OF THE SEVENTEENTH (17TH) ANNUAL GENERAL MEETING OF THE COMPANY HELD AT THE BALLROOM 2 & 3, 1ST FLOOR, SIME DARBY CONVENTION CENTRE, NO. 1A, JALAN BUKIT KIARA 1, 60000 KUALA LUMPUR ON TUESDAY, 5 SEPTEMBER 2023, AT 9.30 A.M.

Present	:	As per Attendance List
Chairman	:	Mr. Kuan Kam Hon @ Kwan Kam Onn
In Attendance	:	Ms. Wong Youn Kim - Company Secretary
		Mr. Wong Maw Chuan - Company Secretary
By Invitation	:	As per Attendance List

1 CHAIRMAN

1.1 Mr. Kuan Kam Hon @ Kwan Kam Onn as Chairman of the Board of Directors presided the meeting in accordance with Clause 56 of the Company's Constitution.

2 QUORUM

2.1 The requisite quorum being present pursuant to Clause 53 of the Constitution of the Company, the Chairman declared the meeting duly convened.

3 NOTICE OF MEETING

1. The Notice convening the Meeting having been circulated together with the Annual Report within the prescribed period was taken as read.
2. The Secretary was invited to brief the meeting on the procedures of the meeting and voting for the proposed Eight (8) ordinary resolutions as set out in the notice of meeting circulated to the shareholders on 31 July 2023.
3. The Secretary briefed the meeting that pursuant to the Listing Requirements of Bursa Malaysia, with effect from 1 July 2016, any resolution set out in the notice of any general meeting or notice of resolution will be voted by poll, which would be conducted upon completion of the remaining business of the meeting.

Hartalega Holdings Berhad [Registration No. 200601022130 (741883-X)]

Minutes of the Seventeenth Annual General Meeting held on 5 September 2023(Cont'd)

AGM17/2023

4 PRESENTATIONS ON THE GROUP'S OPERATIONS AND FINANCIAL PERFORMANCES

4.1 Before proceeding with the meeting, the Shareholders were enlightened by Mr. Kuan Mun Keng's presentation on the Group's operations and the financial performance particularly on the following areas, details of which is as per Annexure 1 attached: -

1. Financial Performance Review (FY 2023) - Challenging pathway to recovery
2. Global Market Outlook
3. Key Strategy & Initiatives - Navigating out of this difficult period
4. Growth & Expansion - Preparing for future
5. Sustainability Commitment at Hartalega

5 MINORITY SHAREHOLDER WATCHDOG GROUP - QUESTIONS AND ANSWERS

1. The Chairman informed the meeting that the Company had received a letter from
   Minority Shareholder Watchdog Group ("MSWG") dated 27 August 2023, requesting its Board of Directors of the Company to address the several points in the interest of the minority shareholders and all other stakeholders.
2. The presentation on the reply to questions raised by MSWG was noted by all shareholders and proxies present in the meeting.
3. The official reply by the Company in relation to the questions as raised by MSWG and as presented in the meeting was submitted to MSWG on 5 September 2023. (As per Annexure 2 attached).

6 AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2023

1. The Audited Financial Statements for the financial year ended 31 March 2023 together with the Reports of the Directors and Auditors thereon were laid before the meeting pursuant to Section 340(1)(a) of the Companies Act 2016.
2. The Chairman invited questions pertaining to the financial statements from the members and proxies. All the ancillary questions posted by shareholders and proxies were clarified and answered amicably.
3. After much deliberation, the Chairman declared that the financial statements and the reports therein were taken as laid before the meeting pursuant to Section 340(1)(a) of the Companies Act, 2016.

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Hartalega Holdings Berhad [Registration No. 200601022130 (741883-X)]

Minutes of the Seventeenth Annual General Meeting held on 5 September 2023(Cont'd)

AGM17/2023

7 TO APPROVE THE PAYMENT OF DIRECTORS' FEES AND BENEFITS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2023

1. The Chairman informed the Meeting that the next item on the Agenda was to approve the payment of Directors' Fees of RM1,380,000 and benefits of RM40,750 for the financial year ended 31 March 2023.
2. Upon the proposal by Mr. Chong Jit Seng (a shareholder) and seconded by Mr. Lai Shien Nang (a shareholder) , the Chairman put the motion to the Meeting for approval.

8 TO APPROVE THE PAYMENT OF DIRECTORS' FEES AND BENEFITS

FROM 1 APRIL 2023 UNTIL THE NEXT ANNUAL GENERAL MEETING

1. The Chairman informed the Meeting that the next item on the Agenda was to approve the payment of Directors' Fees of up to RM2,196,000 and benefits of up to RM69,500, from 1 April 2023 until the next Annual General Meeting.
2. Upon the proposal by Mr. Chong Jit Seng (a shareholder) and seconded by Mr. Teh Ting Oin (a shareholder), the Chairman put the motion to the Meeting for approval.

9 RE-ELECTION OF DIRECTORS RETIRING UNDER THE PROVISION OF THE CONSTITUTION OF THE COMPANY

1. The Chairman informed the meeting that the following Directors were retiring by rotation pursuant to Clause 91 of the Company's Constitution and being eligible, had offered themselves for re-election: -
2. 1. Mr. Kuan Mun Leong
   2. Dato' Tan Guan Cheong
   3. Datuk Loo Took Gee
3. On the proposal of Mr. Lee Tuck Veong (a proxy) and seconded by Mr. Chong Jit Seng (a shareholder), the Chairman put the following motion to the Meeting for approval: -
   "THAT Mr. Kuan Mun Leong retiring pursuant to Clause 91 of the Company's Constitution be and is hereby re-elected as director of the Company."
4. On the proposal of Mr. Lai Shien Nang (a shareholder) and seconded by Mr. Muniandy A/L Karishnan (a shareholder), the Chairman put the following motion to the Meeting for approval: -
   "THAT Dato' Tan Guan Cheong retiring pursuant to Clause 91 of the Company's Constitution be and is hereby re-elected as director of the Company."

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Hartalega Holdings Berhad [Registration No. 200601022130 (741883-X)]

Minutes of the Seventeenth Annual General Meeting held on 5 September 2023(Cont'd)

AGM17/2023

9.4 On the proposal of Mr. Chong Jit Seng (a shareholder) and seconded by Ms. Foong Yeow Mee (a shareholder), the Chairman put the motion to the Meeting for approval: -

"THAT Datuk Loo Took Gee retiring pursuant to Clause 91 of the Company's Constitution be and is hereby re-elected as director of the Company."

10 RE-APPOINTMENT OF DELOITTE PLT AS AUDITORS

1. The Chairman informed the Meeting pertaining to the re-appointment of Deloitte PLT as Auditors of the Company to hold office and to authorise the directors to determine their remuneration.
2. On the proposal by Ms. Foong Yeow Mee (a shareholder), and seconded by Mr. Chong Jit Seng (a shareholder), the Chairman put the motion to the meeting for approval.

11 SPECIAL BUSINESS

11.1 AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 75 & 76 OF THE COMPANIES ACT, 2016

1. The Chairman informed the Meeting that the next item on the Agenda was to consider and if thought fit, to pass an Ordinary Resolution authorizing the Directors pursuant to Section 75 & 76 of the Companies Act, 2016 to allot and issue shares not exceeding 10% of the total issued share capital. The Meeting noted that the primarily purpose of this resolution would be to give flexibility to the Board of Directors to issue and allot shares at any time at their absolute discretion and in the best interest of the Company without having to convene a separate general meeting. This authority shall continue in force until the conclusion of the next Annual General Meeting.
2. On the proposal of Mr. Teh Ting Oin (a shareholder) and seconded by Mr. Tan Lay Hong (a shareholder), the Chairman put the following motion to the meeting for approval:-
   Ordinary Resolution: -
   Authority to allot and issue shares pursuant to Section 75 & 76 of the Companies Act 1965
   "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 and Section 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

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Hartalega Holdings Berhad [Registration No. 200601022130 (741883-X)]

Minutes of the Seventeenth Annual General Meeting held on 5 September 2023(Cont'd)

AGM17/2023

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.

THAT pursuant to Section 85 of the Companies Act, 2016, read together with Clause 13(d) of the Constitution of the Company, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new shares ranking equally to the existing issued shares of the Company arising from any issuance of new shares pursuant to Sections 75 & 76 of the Companies Act, 2016."

12.2 PROPOSED RENEWAL OF AUTHORITY FOR PURCHASE OF OWN SHARES BY THE COMPANY

1. The Chairman informed the Meeting that the next item on the Agenda was to consider and if thought fit, to pass an Ordinary Resolution empowering the Company to purchase and/or hold up to ten per centum (10%) of the issued and paid-up share of the Company. The Meeting noted that this authority unless revoked or varied by the Company at a General Meeting shall expire at the next Annual General Meeting.
2. Upon the proposal of Mr. Teh Ting Oin (a shareholder) and seconded by Mr. Chong Jit Seng (a shareholder), the Chairman put the following motion to the meeting for approval.
   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:
3. 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 and/or share premium account at any point in time;

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