TIMBERWELL BERHAD

Registration No. 199601014835 ( 387185-W )

26th AGM Minutes of Meeting



Minutes of the 26th Annual General Meeting of the Company held virtually and live streamed from the Broadcast Venue at Meeting Room of Securities Services (Holdings) Sdn. Bhd., Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur on Tuesday, 24 May 2022 at 10:00 a.m.

Present

SHAREHOLDERS
As per attendance list

DIRECTORS

Mr Wong Chong Kim - Chairman of Meeting, Independent Non-Executive Director
Datuk Yap Pak Leong - Senior Independent Non-Executive Director
Madam Agnes Soei-Tin Lamey - Non-Independent Non-Executive Director
Mr Loo Choo Hong - Independent Non-Executive Director
Mr Michael @ Radio bin Luban - Independent Non-Executive Director
Ms Yap Fook Fung - Alternate Director to Datuk Yap Pak Leong

ABSENT WITH APOLOGIES

Dato Sri Tiong King Sing - Managing Director

CHIEF EXECUTIVE OFFICER
Datuk Pau Chiong Ung

IN ATTENDANCE

Ms Tan Bee Hwa - Company Secretary
Ms Tan Xin Yee - Representative of TMF Administrative Services Malaysia Sdn. Bhd.

BY INVITATION
As per attendance list

AGM 26/1 CHAIRMAN

Mr Wong Chong Kim, the Chairman, welcomed all present at the Twenty-Sixth Annual General Meeting (“26th AGM”) of the Company.

The Chairman informed the Meeting that having regard to the well-being and as part of the safety measures to curb the spread of Coronavirus Disease (“COVID-19”), the Board of Directors had decided that the 26th AGM be conducted via live stream webcast and online remote voting using the remote participation and voting facilities without physical attendance by shareholders and proxies.

Thereafter, the Chairman introduced the Board of Directors, the Company Secretary and invitees.

AGM 26/2 QUORUM

The Company Secretary confirmed that a quorum was present pursuant to the Constitution of the Company.

With the requisite quorum being present, the Chairman declared the Meeting duly convened and called the Meeting to order at 10:00 a.m.

AGM 26/3 PROCEEDINGS OF THE MEETING

The Chairman proceeded to explain the procedures in tabling and approving the proposed resolutions at the 26th AGM for the shareholders’ information.

It was noted that the voting for the 26th AGM was conducted by way of poll in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Shareholders’ were informed that they may exercise their right as a shareholder or proxy of the Company to pose questions to the Chairman or the Board of Directors of the Company and vote remotely via the remote participation and voting facilities.

The Chairman then explained that the Securities Commission of Malaysia had stipulated that shareholders and proxies can rely on real time submission of typed texts to exercise their rights to speak or communicate in a virtual meeting. The shareholders were advised that they may use the text box below the live stream player within the Securities Services’ e-Portal page to submit their questions in relation to the agenda items for the Meeting, and they shall be transmitted during the Meeting to the Board of Directors. It was further noted that the Board of Directors’ would respond to the questions transmitted by shareholders, proxies and corporate representatives via the text box after going through all the items on the Agenda.

It was noted that SS E Solutions Sdn. Bhd. was appointed as the Poll Administrator and would brief the shareholders on the conduct of the poll. Meanwhile, Commercial Quest Sdn. Bhd. was appointed as the scrutineer to validate the votes cast at 26th AGM.

The Chairman then invited the Poll Administrator, SS E Solutions Sdn. Bhd. to take the shareholders and proxies through the procedures of polling. A step-by-step guide together with a short audio clip on the online voting module within the “e-Portal” was presented to the shareholders, proxies and corporate representatives.

AGM 26/4 NOTICE OF MEETING

The Chairman informed the Meeting that the 2021 Annual Report together with the Notice of Meeting was circulated to all members on 22 April 2022. It was noted that the Notice had also been advertised in The New Straits Times newspaper. There being no objection, the Notice convening the Meeting was taken as read.

AGM 26/5 AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Audited Financial Statements together with the Reports of the Directors and Auditors for the financial year ended 31 December 2022 (“AFS”), having been circulated to all the shareholders of the Company within the statutory period, were tabled before the Meeting for discussion.

The Chairman informed the Meeting that the AFS was meant for discussion only, as no shareholders’ approval was required in accordance with Section 248(1) and Section 340(1) of the Companies Act 2016. Hence, this Agenda item was not put for voting.

The Chairman then declared the AFS of the Company for the financial year ended 31 December 2021 together with the Reports of the Directors and the Auditors thereon, be received and the Chairman proceeded to the next item on the Agenda.

AGM 26/6 ORDINARY RESOLUTION 1 - PAYMENT OF DIRECTORS’ FEES

The Chairman informed the Meeting that a sum of RM250,000.00 was recommended for payment as Directors' fees for the financial year ended 31 December 2021. The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT the payment of Directors' fees amounting to RM250,000.00 for the financial year ended 31 December 2021 be hereby approved."

AGM 26/7 ORDINARY RESOLUTION 2 - DIRECTORS’ REMUNERATION (EXCLUDING DIRECTORS’ FEES) PAYABLE TO THE BOARD OF THE COMPANY AND ITS SUBSIDIARIES

The Meeting noted that the next proposed resolution was to approve the Directors’ remuneration (excluding Directors’ Fees) payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the financial period from 25 May 2022 until the next Annual General Meeting.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

“THAT the payment of Directors’ remuneration (excluding Directors’ Fees) payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the period from 25 May 2022 until the next Annual General Meeting be hereby approved.”

AGM 26/8 ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR – DATO SRI TIONG KING SING

The Chairman informed the Meeting that Dato Sri Tiong King Sing was subject to retirement by rotation under Clause 97 of the Company's Constitution and being eligible, had offered himself for re-election accordingly.

The Meeting noted that the profile of Dato Sri Tiong King Sing was set out under the Directors’ Profile on page 16 of the 2021 Annual Report.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Dato Sri Tiong King Sing who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 26/9 ORDINARY RESOLUTION 4 - RE-ELECTION OF DIRECTOR – MR LOO CHOO HONG

The Chairman informed the Meeting that Mr Loo Choo Hong was subject to retirement by rotation under Clause 97 of the Company's Constitution and being eligible, had offered herself for re-election accordingly.

The Meeting noted that the profile of Mr Loo Choo Hong was set out under the Directors’ Profile on page 17 of the 2021 Annual Report.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Mr Loo Choo Hong who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 26/10 ORDINARY RESOLUTION 5 - RE-ELECTION OF DIRECTOR – MR WONG CHONG KIM

The Chairman informed the Meeting that Mr Wong Chong Kim was subject to retirement by rotation under Clause 104 of the Company's Constitution and being eligible, had offered himself for re-election accordingly.

The Meeting noted that the profile of Mr Wong Chong Kim was set out under the Directors’ Profile on page 15 of the 2021 Annual Report.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Mr Wong Chong Kim who is retiring pursuant to Clause 104 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 26/11 ORDINARY RESOLUTION 6 - RE-APPOINTMENT OF AUDITORS

The Meeting then proceeded to consider the re-appointment of Messrs. Baker Tilly Monteiro Heng PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.

It was noted that Messrs. Baker Tilly Monteiro Heng PLT had indicated their willingness to continue in office.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Messrs. Baker Tilly Monteiro Heng PLT (AF0117) be hereby re-appointed as the Company's Auditors for the ensuing year AND THAT the Board of Directors be hereby authorised to fix their remuneration."

AGM 26/12 ORDINARY RESOLUTION 7 - AUTHORITY TO ISSUE AND ALLOT SHARES

Meeting proceeded to consider the Proposed Ordinary Resolution 7 on the Authority to Issue and Allot Shares (“General Mandate”).

The Chairman explained that the motion, if passed, would authorise the Directors of the Company issue and allot an aggregate number of shares of not more than ten per centum (10%) of the total number of issued shares.

It was noted that the General Mandate was to provide flexibility to the Company to issue new shares without the need to convene a separate general meeting to obtain shareholders’ approval.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

“THAT subject always to the Companies Act 2016, Constitution of the Company and approvals from Bursa Malaysia Securities Berhad and any other governmental/regulatory bodies, where such approval is necessary, authority be and is hereby given to the Directors pursuant to Section 75 of the Companies Act 2016 to issue and allot not more than ten percent (10%) of the total number of issued shares (excluding treasury shares) of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit or in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force until the conclusion of the next Annual General Meeting of the Company pursuant to Section 76 of the Companies Act 2016 and that the Directors be and are hereby further authorised to make or grant offers, agreements or options which would or might require shares to be issued after the expiration of the approval hereof.”

AGM 26/13 ORDINARY RESOLUTION 8 - RETENTION OF DATUK YAP PAK LEONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Meeting proceeded to consider the Proposed Ordinary Resolution 8 on the continuing in office of Datuk Yap Pak Leong as an Independent Non-Executive Director of the Company.

The Chairman informed the Meeting that pursuant to Malaysian Code on Corporate Governance 2021 (“MCCG 2021”), the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. If a person had served as an Independent Director for more than nine (9) years and retains as an Independent Director, the Board must provide justification and obtain shareholders’ approval.

The Chairman informed that as Datuk Yap Pak Leong had served as an Independent Non-Executive Director beyond nine (9) years, the voting process for the proposed resolution 8 would be carried out by a two-tier voting process pursuant to the MCCG 2021.

Under the two-tier voting process, shareholders’ votes were casted in the following manner:-
a) Tier 1: only the large shareholder of the Company to vote; and
b) Tier 2: shareholders other than large shareholders to vote.

The proposed resolution 8 would deem successful if both Tier 1 and Tier 2 votes support the proposed resolution.

The Chairman proceeded with the proposed Ordinary Resolution 8 on the re-appointment of Datuk Yap Pak Leong as an Independent Non-Executive Director.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

“THAT authority be and is hereby given to Datuk Yap Pak Leong, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company.”

AGM 26/14 SPECIAL RESOLUTION 1 - AMENDMENTS TO THE CONSTITUTION OF THE COMPANY

The Meeting proceeded to consider the Proposed Special Resolution on the amendments to the Constitution of the Company.

The Chairman informed the meeting that the objective of this motion was to align the Constitution of the Company with the measure allowed or empowered by Bursa Malaysia Securities Berhad and to enhance administrative efficiency.

The Chairman further informed that the proposed Special Resolution was required to be passed by a majority of not less than seventy-five per centum (75%) of such members who are entitled to vote and do vote in person or by proxy at this Meeting.

The following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT the proposed amendments to the Constitution of the Company as set out in “Annexure A”, be and is hereby approved and adopted with immediate effect.

THAT the Directors of the Company be and are hereby authorised to assent to any conditions, variations, modifications and/or amendments as may be required by any relevant authorities and to do all acts and things and take all such steps as may be considered necessary to give full effect to the proposed amendment for and on behalf of the Company.

AND THAT the Secretary be authorised and instructed to do all the necessary and deemed fit to lodge the Constitution as amended herewith the Companies Commission of Malaysia on behalf of the Company in accordance with the provisions of the Companies Act 2016."

AGM 26/15 ANY OTHER BUSINESS

The Meeting noted that the Company had not received any notice for transaction of any other business.

AGM 26/16 POLLING PROCESS

The Meeting proceeded with the casting of votes for all resolutions.

The Chairman then announced that the time allowed for the casting of votes would be 10 minutes and it will automatically end as per the countdown shown on the screen, following that, the Poll Administrator will proceed with the counting of votes while the Independent Scrutineers handled the validation of votes. The Chairman adjourned the Meeting after the conclusion of the voting session.

AGM 26/17 ANNOUNCEMENT OF POLL RESULTS

After the counting of the votes cast, the Chairman called the Meeting to order and announced the poll results as detailed hereunder:-

ResolutionsFORAGAINST
No. of ShareholdersNo.of Shares % of Voted SharesNo. of ShareholdersNo.of Shares % of Voted Shares
Ordinary Resolution 1
To approve the payment of Directors' fees amounting to RM250,000.00 for the financial year ended 31 December 2021.
28 57,909,104 99.9960 2 2,300 0.0040
Ordinary Resolution 2
To approve the payment of Directors' remuneration (excluding Directors' Fees) payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the period from 25 May 2022 until the next Annual General Meeting of the Company.
28 57,909,104 99.9960 2 2,300 0.0040
Ordinary Resolution 3
To re-elect Dato Sri Tiong King Sing, who is retiring as Director in accordance with the Clause 97 of the Company's Constitution, and being eligible, has offered himself for re-election.
30 57,910,604 99.9960 2 2,300 0.0040
Ordinary Resolution 4
To re-elect Mr Loo Choo Hong, who is retiring as Director in accordance with the Clause 97 of the Company's Constitution, and being eligible, has offered himself for re-election.
30 57,910,604 99.9960 2 2,300 0.0040
Ordinary Resolution 5
To re-elect Mr Wong Chong Kim, who is retiring as Director in accordance with the Clause 104 of the Company's Constitution, and being eligible, has offered himself for re-election.
30 57,910,604 99.9960 2 2,300 0.0040
Ordinary Resolution 6
To re-appoint Messrs. Baker Tilly Monteiro Heng PLT (AF0117) as the Auditors of the Company and to authorise the Directors to fix their remuneration.
30 57,910,604 99.9960 2 2,300 0.0040
Ordinary Resolution 7
To approve the authority to issue and allot shares.
30 57,910,604 99.9960 2 2,300 0.0040
Ordinary Resolution 8
To approve the retention of Datuk Yap Pak Leong as an Independent Non-Executive Director.
Tier 1 (Large Shareholder)
1 21,210,322 100.0000 0 0 0.0000
Tier 2 (Other Shareholders)
29 36,700,282 99.9937 2 2,300 0.0063
Special Resolution 1
To approve the proposed amendments to the Constitution of the Company
30 57,910,604 99.9960 2 2,300 0.0040

Thereafter, the Chairman declared the results as follows:-

ResolutionsOutcome of Poll Results
Ordinary Resolution 1Carried
Ordinary Resolution 2Carried
Ordinary Resolution 3Carried
Ordinary Resolution 4Carried
Ordinary Resolution 5Carried
Ordinary Resolution 6Carried
Ordinary Resolution 7Carried
Ordinary Resolution 8Carried
Special Resolution Carried

AGM 26/18 CONCLUSION

There being no other business, the Meeting was concluded at 10:40 a.m. with a note of thanks to the Chair.



CONFIRMED AS CORRECT RECORD



Mr Wong Chong Kim
Chairman of Meeting


General Meetings: Outcome of Meeting



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