Muhibbah Engineering M Bhd : 50th AGM Minutes

MUHIBBAH ENGINEERING (M) BHD

Registration No.: 197201001137 (12737-K)

(Incorporated in Malaysia)

MINUTES OF THE FIFTIETH ANNUAL GENERAL MEETING ("50TH AGM") OF THE COMPANY HELD FULLY VIRTUAL VIA REMOTE PARTICIPATION AND VOTING AT THE ONLINE MEETING PLATFORM OF TIIH ONLINE ON MONDAY, 26 JUNE 2023 AT 2.00 P.M.

PRESENT : As per the Attendance List

AGM50/1 PRELIMINARY

Dato' Mohamad Kamarudin bin Hassan ("Dato' Kamarudin" or "the Chairman"), the Chairman of the Board of Directors ("the Board") took the chair and he welcomed everyone to the Meeting.

The Chairman then introduced the Board members to everyone and informed that the External Auditors from Messrs Crowe Malaysia PLT, the Company Secretaries and Scrutineers were also joining the Meeting.

The Chairman highlighted that the virtual Annual General Meeting ("AGM") held through the online platform was in accordance with Section 327 of the Companies Act 2016 ("the Act") and the Company's Constitution.

The Chairman requested the shareholders to raise questions that are kept strictly to the agenda as specified in the notice of the meeting, and that recording of any form on the Meeting was prohibited.

AGM50/2 QUORUM

With the requisite quorum being present pursuant to Article 63 of the Company's Constitution, the Chairman declared the Meeting duly convened at 2.00 p.m. and informed that shareholders of 325,933,207 shares have lodged their proxies within the stipulated time and the holders of 305,382,548 shares have appointed the Chairman of the Meeting to be their proxy.

AGM50/3 NOTICE OF MEETING

The Notice of Meeting having been circulated to shareholders and published in "The Star" newspaper on 27 April 2023 was taken as read. Only members whose names appeared in the Record of Depositors on 16 June 2023 were eligible to attend the meeting.

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MUHIBBAH ENGINEERING (M) BHD

Registration No.: 197201001137 (12737-K)

Minutes of the Fiftieth Annual General Meeting held on 26 June 2023 [Cont'd]

AGM50/4 POLLING AND VOTING PROCEDURES

The Chairman informed the shareholders that in accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of the Meeting shall be put to vote by poll.

The Chairman added that the Company has appointed Tricor Investor & Issuing House Services Sdn Bhd ("Tricor") as the Poll Administrator to conduct the e- polling exercise and Coopers Professional Scrutineers Sdn Bhd as the Scrutineer to verify the poll results.

Tricor proceeded to provide a video briefing on the voting procedures to the shareholders. The Chairman announced that the voting session has commenced since 2.00 p.m. and will be closed at a later time to be informed by the Chairman.

The Chairman welcomed the shareholders and proxies to send in their questions and the Board shall respond to the relevant questions after the conclusion of the Agenda of the Meeting under the Question & Answer ("Q&A") session.

AGM50/5 MINORITY SHAREHOLDERS WATCH GROUP Q&A

It was noted that the Company had received questions from the Minority Shareholders Watch Group ("MSWG") before the AGM. Mr. Mac Chung Jin ("Mr. Mac CJ") presented to the shareholders the questions raised by the MSWG via its letter dated 7 June 2023 along with the Company's reply. A copy of the presentation is set out in "Annexure A" of this minutes.

ORDINARY BUSINESS

AGM50/6 AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS

The Company's Audited Financial Statements ("AFS") for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditors thereon, were tabled for discussion.

The Chairman informed the shareholders that the AFS for the financial year ended 31 December 2022 were intended for discussion only as the provision of the Section 340(1) of the Act provides that the AFS are to be laid before the members at the AGM. There is no requirement for formal approval of the shareholders and hence, it would not put for voting.

The Chairman declared that the Audited Financial Statements have been duly received and adopted by the shareholders.

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MUHIBBAH ENGINEERING (M) BHD

Registration No.: 197201001137 (12737-K)

Minutes of the Fiftieth Annual General Meeting held on 26 June 2023 [Cont'd]

AGM50/7 ORDINARY RESOLUTIONS 1, 2 AND 3

RE-ELECTION OF DIRECTORS RETIRING BY ROTATION PURSUANT TO ARTICLE 85 OF THE COMPANY'S CONSTITUTION

As Dato' Kamarudin was one (1) of the Directors seeking for re-election, the Chairmanship was then handed to Mr. Mac CJ to chair this segment of the Meeting.

Mr. Mac CJ informed the Meeting that Ordinary Resolutions no. 1, 2 and 3 were on the re-election of the following Directors who retire by rotation pursuant to Article 85 of the Company's Constitution, and that the retiring Directors have offered themselves for re-election:-

Ordinary Resolution 1 - Re-election of Dato' Mohamad Kamarudin bin Hassan

Ordinary Resolution 2 - Re-election of Mr. Mac Ngan Boon @ Mac Yin Boon Ordinary Resolution 3 - Re-election of Encik Mazlan bin Abdul Hamid

Mr. Mac CJ put each of the abovementioned motion to vote by poll later.

AGM50/8 ORDINARY RESOLUTION 4

RE-ELECTION OF DATO' KHODIJAH BINTI ABDULLAH WHO RETIRES PURSUANT TO ARTICLE 91 OF THE COMPANY'S CONSTITUTION

The Chairman informed the Meeting that Ordinary Resolution no. 4 was on the reelection of Dato' Khodijah binti Abdullah who retires pursuant to Article 91 of the Company's Constitution, and that the retiring Director has offered herself for re- election.

The Chairman put the motion to vote by poll later.

AGM50/9 ORDINARY RESOLUTION 5

APPROVAL FOR THE PAYMENT OF DIRECTORS' FEES AND BENEFITS PAYABLE UP TO RM1,300,000 FROM 27 JUNE 2023 UNTIL THE NEXT AGM OF THE COMPANY

The Chairman proceeded to the next item on the Agenda, which was to approve the payment of directors' fees and benefits payable up to an amount of RM1,300,000 from 27 June 2023 until the next AGM of the Company.

The Chairman put the motion to vote by poll later.

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MUHIBBAH ENGINEERING (M) BHD

Registration No.: 197201001137 (12737-K)

Minutes of the Fiftieth Annual General Meeting held on 26 June 2023 [Cont'd]

AGM50/10 ORDINARY RESOLUTION 6

RE-APPOINTMENT OF AUDITORS

The Chairman informed the Meeting that next item on the Agenda was to approve the re-appointment of the retiring Auditors, Messrs Crowe Malaysia PLT which had indicated their willingness to continue in office as Auditors of the Company for the ensuing year and to authorise the Directors of the Company to fix their remuneration.

The Chairman put the motion to vote by poll later.

SPECIAL BUSINESS

AGM50/11 ORDINARY RESOLUTIONS 7 AND 8

RETENTION OF INDEPENDENT DIRECTORS

As Dato' Kamarudin was one (1) of the Directors seeking for retention, the Chairmanship was then handed to Mr. Mac CJ to chair this segment of the Meeting.

Mr. Mac CJ proceeded to the first agenda item under special business which was to seek shareholders' approval on the retention of the following Independent Directors, who have served for a cumulative term of more than nine (9) years:-

Ordinary Resolution 7 - Retention of Dato' Mohamad Kamarudin bin Hassan

Ordinary Resolution 8 - Retention of Encik Sobri bin Abu

Mr. Mac CJ informed the Meeting that the Nominating Committee and the Board have assessed Dato' Mohamad Kamarudin bin Hassan and Encik Sobri bin Abu as having met the guidelines on independence as set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Mr. Mac CJ put the motion to vote by poll later.

AGM50/12 ORDINARY RESOLUTION 9

AUTHORITY FOR DIRECTORS TO ISSUE AND ALLOT SHARES IN THE COMPANY PURSUANT TO SECTION 75 OF THE COMPANIES ACT 2016

The Chairman proceeded to the second item under special business which was to seek shareholders' approval on the authority for the Directors to issue and allot new shares up to an aggregate amount not exceeding 10% of the total issued share capital of the Company pursuant to Section 75 of the Act.

This authority, unless revoked or varied at a general meeting, will expire at the next AGM of the Company.

The Chairman put the motion to vote by poll later.

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MUHIBBAH ENGINEERING (M) BHD

Registration No.: 197201001137 (12737-K)

Minutes of the Fiftieth Annual General Meeting held on 26 June 2023 [Cont'd]

AGM50/13 ORDINARY RESOLUTION 10

PROPOSED RENEWAL OF AUTHORITY FOR SHARES BUY-BACK

The Chairman proceeded to the next item under special business which was to seek shareholders' approval on the Proposed Renewal of authority for the Company to purchase its own ordinary shares of up to 10% of the total number of issued share capital of the Company, as detailed in the Statement to Shareholders dated 27 April 2023.

The Chairman put the motion to vote by poll later.

AGM50/14 ORDINARY RESOLUTION 11

PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS' MANDATE AND PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

The Chairman proceeded to the last item under special business which was to seek approval from shareholders for the proposed renewal of the existing shareholders' mandate and proposed new shareholders' mandate for recurrent related party transactions of a revenue or trading nature, as detailed in the Circular to Shareholders dated 27 April 2023.

The Chairman put the motion to vote by poll later.

After concluding all items of the Agenda, the Chairman proceeded to the Q&A session and invited Mr. Mac CJ to answer the questions posted by the shareholders.

AGM50/15 QUESTION AND ANSWER SESSION

Mr. Mac CJ presented to the shareholders the Company's responses to the questions received prior to the AGM, a copy of the presentation is set out in "Annexure B" of this minutes.

Mr. Mac CJ and Ms. Lee Poh Kwee ("Ms. Lee"), the Group Finance Director addressed the live questions received from the shareholders respectively as follows:-

LIVE QUESTIONS AND ANSWERS

A1: Question: Will Year 2023 be better than Year 2022 or worsen due to new challenges?

Answer: Underpinned by the current order book of approximately RM1.7 billion, the Group is expected to have better performance in year 2023.

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