TIMBERWELL BERHAD

Registration No. 199601014835 ( 387185-W )

29th AGM Minutes of Meeting



Minutes of the 29th Annual General Meeting of the Company held at Crown 1, 2nd Floor, Sabah Oriental Hotel, Jalan Kemajuan, Karamunsing, 88000 Kota Kinabalu, Sabah on Thursday, 22 May 2025 at 3:00 p.m.

Present

SHAREHOLDERS
As per attendance list

DIRECTORS

Mr Wong Chong Kim - - Chairman, Independent Non-Executive Director
Ms Yap Fook Fung - - Non-Independent Non-Executive Director
Madam Agnes Soei-Tin Lamey - - Non-Independent Non-Executive Director
Mr Lim Ah Lay - - Senior Independent Non-Executive Director
Mr Loo Choo Hong - - Independent Non-Executive Director
Mr Michael @ Radio bin Luban - - Independent Non-Executive Director

CHIEF EXECUTIVE OFFICER
Datuk Pau Chiong Ung

IN ATTENDANCE

Ms Tan Bee Hwa - - Company Secretary

BY INVITATION
As per attendance list

AGM 29/1 CHAIRMAN

Mr Wong Chong Kim, the Chairman, welcomed all present at the Twenty Nineth Annual General Meeting (“29th AGM”) of the Company and introduced the Board of Directors and the Company Secretary.

AGM 29/2 QUORUM

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

It was noted that the Company had received proxies totaling 51,570,713 shares representing 57.91% 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 3:00 p.m.

AGM 29/3 NOTICE OF MEETING

The Chairman informed the Meeting that the 2024 Annual Report together with the Notice of Meeting was circulated to all members on 23 April 2025. 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 29/4 PROCEEDINGS OF THE MEETING

The Chairman proceeded to explain the procedures in tabling and approving the proposed resolutions at the 29th AGM for the shareholders’ information.

It was noted that the voting for the proposed resolutions tabled at the 29th 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 29th AGM.

The Chairman added that the results of the votes would be announced at the conclusion of the 29th AGM, stating the total number of votes cast on the poll together with the percentage in favour of and against each and every resolution.

AGM 29/5 AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 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 2024 (“AFS 2024”), 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.

There being no questions raised, the Chairman then declared the AFS 2024 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 29/6 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 2024. 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 2024 be hereby approved."

AGM 29/7 ORDINARY RESOLUTION 2 - PAYMENT OF DIRECTORS’ BENEFIT PAYABLE TO THE BOARD OF THE COMPANY AND ITS SUBSIDIARIES

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 period from 23 May 2025 until the next Annual General Meeting.

There being no questions raised, 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 23 May 2025 until the next Annual General Meeting be hereby approved.”

AGM 29/8 ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR – MADAM AGNES SOEI-TIN LAMEY

The Chairman informed the Meeting that Madam Agnes Soei-Tin Lamey 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 Madam Agnes Soei-Tin Lamey was set out under the Directors’ Profile on page 12 of the 2024 Annual Report.

There being no questions raised, the following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Madam Agnes Soei-Tin Lamey who is retiring pursuant to Clause 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 29/9 ORDINARY RESOLUTION 4 - RE-ELECTION OF DIRECTOR – MR WONG CHONG KIM

The Chairman informed the Meeting that he, Mr Wong Chong Kim 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 Wong Chong Kim was set out under the Directors’ Profile on page 11 of the 2024 Annual Report.

There being no questions raised, 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 97 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 29/10 ORDINARY RESOLUTION 5 RE-ELECTION OF DIRECTOR – MS. YAP FOOK FUNG

The Chairman informed the Meeting that Ms Yap Fook Fung 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 Ms Yap Fook Fung was set out under the Directors’ Profile on page 13 of the 2024 Annual Report.

There being no questions raised, the following motion was tabled to the shareholders’ to vote by poll at a later stage of the meeting:-

"THAT Ms Yap Fook Fung who is retiring pursuant to Clause 104 of the Company’s Constitution, be hereby re-elected as Director of the Company."

AGM 29/11 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.

"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 29/12 ORDINARY RESOLUTION 7 - AUTHORITY TO ISSUE AND ALLOT SHARES

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.

There being no questions raised, 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.”

AGM 29/13 ANY OTHER BUSINESS

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

AGM 29/14 POLLING PROCESS

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 20 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 20 minutes.

AGM 29/15 ANNOUNCEMENT OF POLL RESULTS

After the counting of the votes cast, the Chairman called the Meeting to order and announced the verified 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 in respect of the financial year ended 31 December 2024.
11 53,157,213 100.0000 0 0 0.0000
Ordinary Resolution 2
To approve the payment of Directors' benefit payable to the Board of the Company and its subsidiaries.
11 53,157,213 100.0000 0 0 0.0000
Ordinary Resolution 3
To re-elect Madam Agnes Soei-Tin Lamey as a Director.
11 53,157,213 100.0000 0 0 0.0000
Ordinary Resolution 4
To re-elect Mr Wong Chong Kim as a Director.
1153,157,213 100.0000 0 0 0.0000
Ordinary Resolution 5
To re-elect Ms Yap Fook Fung as a Director.
11 53,157,213 100.0000 0 0 0.0000
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.
11 53,157,213 100.0000 0 0 0.0000
Ordinary Resolution 7
To approve the authority to Issue and Allot Shares.
10 52,677,213 99.0970 1 480,000 0.9030

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

AGM 29/16 CONCLUSION

There being no other business, the Meeting was concluded at 3:30 p.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