Mr Wong Chong Kim, the Chairman, welcomed all present at the Twenty-Eighth Annual General Meeting (“28th AGM”) of the Company and introduced the Board of Directors and the Company Secretary.

The Company Secretary confirmed that a quorum was present in accordance with the Clause 70 of the Constitution of the Company.

It was noted that the Company had received proxies totaling 56,556,813 shares representing 63.51% of the total issued share capital of the Company

With the requisite quorum being present, the Chairman declared the Meeting duly convened and called the Meeting to order at 03:00 p.m.

The Chairman informed the Meeting that the 2023 Annual Report together with the Notice of Meeting was circulated to all members on 22 April 2024. 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.

The Chairman proceeded to explain the procedures in tabling and approving the proposed resolutions at the 28th AGM for the shareholders’ information.

It was noted that the voting for the proposed resolutions tabled at the 28th AGM was conducted by way of poll in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Chairman further informed that the Company had appointed Securities Services (Holdings) Sdn. Bhd. 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 28th AGM.

The Chairman added that the results of the votes would be announced at the conclusion of the 28th AGM, stating the total number of votes cast on the poll (together with the percentage) in favour of and against each and every resolution.

The Audited Financial Statements together with the Reports of the Directors and Auditors for the financial year ended 31 December 2023 (“AFS 2023”), 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 following question raised by the shareholder, namely Mr Lu Yieng Kee as follows:-

The Group’s revenue performance in 2023 dropped by approximately 30% compared to 2022, with a notable decline in profit before tax from RM11 million in 2022 to a loss of RM2.9 million in 2023. What is the primary reason for the loss incurred?

Timberwell’s Response

The loss after taxation of RM2.9 million comprised a fair value loss in the biological assets of RM2.4 million and an operating loss of RM0.5 million. The fair value loss in the biological assets would not jeopardise the Company’s cashflow as these were non-operating and non-cash items.

In 2022, the total profit after taxation was RM11.2 million. This consisted of an operating profit of RM3 million and a balance of RM7.8 million, which was attributed to the fair value gain on the revaluation of biological assets and non-current assets.

There being no further questions raised, the Chairman then declared the AFS of the Company for the financial year ended 31 December 2023 together with the Reports of the Directors and the Auditors thereon, be received and the Chairman proceeded to the next item on the Agenda.

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 2023. 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 2023 be hereby approved."

The Meeting noted that the second proposed resolution was to approve the Directors’ benefit payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the financial period from 22 May 2024 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’ benefit payable to the Board of the Company and its subsidiaries amounting to RM150,000.00 for the period from 22 May 2024 until the next Annual General Meeting be hereby approved.”

The Chairman informed the Meeting that Mr Michael @ Radio bin Luban was subject to retirement by rotation under Clause 97 of the Company's Constitution and being eligible, had offered himself for re-election accordinglyby 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 Mr Michael @ Radio bin Luban was set out under the Directors’ Profile on page 13 of the 2023 Annual Report.

It was further noted that subject to the passing of this proposed resolution, Datuk Yap Pak Leong, who had served as an

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

"THAT Michael @ Radio bin Luban who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

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 himself for re-election accordingly.

The Meeting noted that the profile of Mr Loo Choo Hong was set out under the Directors’ Profile on page 12 of the 2023 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."

The Chairman informed the Meeting that Mr Lim Ah Lay 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 Lim Ah Lay was set out under the Directors’ Profile on page 12 of the 2023 Annual Report.

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

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

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."

The 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 an aggregate number of shares of not more than ten per centum (10%) of the total number of issued shares.

The Chairman informed that by voting in favour of the proposed resolution, the shareholders of the Company are deemed to have waived their pre-emptive rights pursuant to Section 85(1) of the Companies Act 2016 to be first offered any new shares ranking equally to the existing issued shares of the Company which will result in a dilution of their shareholding percentage in the Company.

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.

THAT the Directors be 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.

THAT in connection with the above, pursuant to Section 85 of the Companies Act 2016, to be read together with Clause 54 of the Constitution of the Company, approval be hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered with new shares ranking equally to the existing issued shares of the Company arising from any issuance of new shares in the Company pursuant to this mandate.

AND THAT the new shares to be issued shall, upon allotment and issuance, rank equally in all respects with the existing shares of the Company, save and except that they shall not be entitled to any dividends, rights, allotments and/or other forms of distribution that which may be declared, made or paid before the date of allotment of such new shares.”

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

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

The Chairman then invited the Poll Administrator, Securities Services (Holdings) Sdn. Bhd. to take the shareholders and proxies through the procedures of polling.

Thereafter, the shareholders and proxies proceeded to cast their votes and the Poll Administrator collected all the poll slips.

The Chairman then announced that the Meeting would be adjourned for 30 minutes or until the Poll Administrator had completed counting of the votes cast and requested the shareholders and proxies to return to the hall after 30 minutes.

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

Thereafter, the Chairman declared the results as follows:-

There being no other business, the Meeting was concluded at 03:28 p.m. with a note of thanks to the Chair.