WILLOWGLEN MSC BERHAD (Company No V) (Incorporated in Malaysia) NOTICE OF ANNUAL GENERAL MEETING

Transcription

1 WILLOWGLEN MSC BERHAD ( No V) (Incorporated Malaysia) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that Twentieth Annual General Meetg ( AGM ) will held at Gr Lotus, Level 2, Swiss-Garden Residences, 117 Jalan Pudu, Kuala Lumpur, Malaysia Wednesday, 16 May 2018 at a.m. followg purposes:- AGENDA As Ordary Busess 1. To receive Audited Fancial Statements fancial year ended 31 Decemr 2017 ger with Reports Direcrs Audirs re. (Please refer Explanary Note i) 2. To approve declarati a fal dividend 2 sen per ordary sh under sgletier system fancial year ended 31 Decemr ( 1) 3. To re-elect followg Direcrs who retire s Articles Associati g eligible, have fered mselves re-electi:- Wg Ah Chiew (Article 93) ( 2) Alfian B Tan Mohamed Basir (Article 93) ( 3) (c) Teh Chee Hoe (Article 98) ( 4) 4. To approve payment Direcrs fees RM128, fancial year ended 31 Decemr ( 5) 5. To approve payment Direcrs nefits Independent N-Executive Direcrs up RM26, from 17 May 2018 until next AGM year ( 6) 6. To re-appot Messrs. Baker Tilly Mteiro Heng as Audirs until cclusi next AGM authorise Direcrs fix ir remunerati. ( 7) As Special Busess To csider, if thought fit, with or without modificatis, pass followg resolutis as Ordary s:- 7. Ordary Retenti Of Mr. Wang Shi Tsang As Independent N-Executive Direcr THAT Wang Shi Tsang who has served as an Independent N-Executive Direcr a cumulative term more than twelve (12) years is hereby retaed as an Independent N-Executive Direcr accordance with Malaysian Code Corporate Governance. ( 8)

2 8. 8. Ordary Ordary 8. Retenti Ordary Retenti Encik Encik Alfian Alfian B B Tan Tan Mohamed Mohamed Basir Basir As As Independent Independent N- N- Executive Retenti Executive Direcr Direcr Encik Alfian B Tan Mohamed Basir As Independent N- 8. Ordary Executive Direcr Retenti THAT THAT Encik Alfian passg passg B Ordary Ordary Tan Mohamed 3, 3, Basir Alfian Alfian As B B Independent Tan Tan Mohamed Mohamed N- Executive Basir THAT Basir who who Direcr has has served served as passg an an Independent Independent Ordary N-Executive N-Executive 3, Direcr Direcr Alfian B Tan Mohamed a cumulative Basir cumulative who has term term served more more as an than than Independent twelve twelve (12) (12) N-Executive years years Direcr is is hereby hereby retaed retaed as as an an a THAT Independent cumulative Independent term N-Executive N-Executive more passg than Direcr Direcr twelve Ordary (12) years 3, accordance accordance Alfian is hereby B with with Tan retaed Malaysian Malaysian Mohamed as an Basir Code Independent Code who Corporate Corporate has N-Executive served Governance. Governance. as Direcr Independent N-Executive Direcr accordance with ( ( Malaysian 9) 9) a cumulative Code Corporate term Governance. more than twelve (12) years is hereby retaed ( as 9) an Ordary Ordary Independent N-Executive Direcr accordance with Malaysian 9. Authority Ordary Authority Code Corporate To To Issue Issue Governance. Shs Shs Pursuant Pursuant To To The The ( 9) Authority To Issue Shs Pursuant To The Ordary 2016, 2016, Articles Articles Associati Associati Authority To Issue approvals approvals Shs Pursuant relevant relevant To The governmental governmental 2016, /or /or Articles 2016 regulary regulary Associati authorities, authorities, Direcrs Direcrs approvals hereby hereby relevant governmental 2016, /or regulary Articles Associati 2016, 2016, authorities, issue issue allot Direcrs allot approvals capital capital hereby relevant from from governmental time time time time /or at at regulary price price 2016, authorities, up up issue terms allot terms cditis, cditis, capital hereby purposes purposes from time pers pers time at or perss perss price 2016, whomsoever whomsoever up issue allot Direcrs terms Direcrs may may cditis, ir ir capital absolute absolute purposes discreti discreti from deem deem time fit fit provided provided pers or time at perss price that that whomsoever up terms numr Direcrs numr may cditis, ir absolute discreti purposes this this deem fit does does provided pers exceed exceed or perss ten ten that percent percent whomsoever (10%) (10%) numr tal tal numr numr may ir absolute discreti this does deem fit provided time time exceed g; g; ten percent that THAT THAT (10%) numr Direcrs Direcrs tal numr also also this obta obta approval approval does time exceed g; listg listg ten percent THAT quotati quotati (10%) Direcrs tal additial additial numr also so so Bursa Bursa obta Malaysia Malaysia approval Securities Securities time Berhad; Berhad; listg g; FURTHER FURTHER quotati THAT Direcrs THAT THAT additial authority authority also shall shall so commence commence Bursa obta immediately immediately Malaysia approval up up Securities passg passg Berhad; listg this this FURTHER quotati THAT ctue ctue authority additial ce ce shall so until until commence cclusi cclusi immediately Bursa Malaysia up Securities next next Annual Annual passg Berhad; General General this Meetg Meetg FURTHER.. ctue ce until cclusi next Annual General THAT authority shall commence immediately up passg ( ( Meetg this 10) 10). ( 10) ctue ce until cclusi next Annual General Meetg Ordary Ordary ( 10) 10. Proposed Ordary Proposed Renewal Renewal Of Of Shholders Shholders Mate Mate For For Related Related Party Party 10. Ordary Transactis Proposed Transactis Renewal Of Of A Revenue Revenue Of Shholders Or Or Tradg Tradg Nature Nature Mate For Related Party Proposed Transactis Renewal Of A Revenue Of Shholders Or Tradg Nature Mate For Related Party Transactis Of A Revenue provisis provisis Or Tradg Nature Ma Ma Market Market Listg Listg Requirements Requirements Bursa Bursa Malaysia Malaysia Securities Securities Berhad, Berhad, provisis approval approval Ma is is Market hereby hereby Listg given given Requirements Bursa its its subsidiaries Malaysia subsidiaries Securities enter enter Berhad, provisis categories categories approval Ma is Market hereby Transactis Transactis Listg given Requirements a revenue revenue or or tradg tradg Bursa its Malaysia nature subsidiaries nature which which Securities enter necessary necessary Berhad, categories approval ir ir day--day day--day operatis operatis is hereby Transactis given with with those those a revenue Related Related or Parties Parties tradg its as as subsidiaries specified nature specified which Secti Secti enter necessary categories ir Circular Circular day--day dated dated operatis 10 10Transactis April April with those a revenue Related furr furr or Parties tradg as nature followg:- specified followg:- which Secti necessary ir Circular day--day dated operatis 10 April 2018 with those Related furr Parties as specified followg:- Secti Circular dated 10 April 2018 furr followg:- transactis transactis ordary ordary course course busess busess terms terms more more favourable favourable transactis than than those those generally generally ordary available available course public; public; busess terms more favourable transactis than those generally ordary available course public; busess terms more favourable disclosure disclosure is is than made made those generally Annual Annual available Report Report a public; breakdown breakdown value value transactis disclosure transactis is cducted cducted made Annual Report Shholders Shholders a breakdown Mate Mate durg durg fancial fancial value year, year, amgst transactis amgst ors, ors, cducted based based followg followg Shholders mati mati :- :- Mate durg fancial year, amgst ors, based followg mati :- type type Transactis Transactis made; made; type Transactis made; names names Related Related Parties Parties volved volved each each type type Transactis Transactis made made names ir ir relatiships relatiships Related Parties with with volved ; ; each type Transactis made ir relatiships with ; THAT THAT authority authority shall shall commence commence up up passg passg this this resoluti resoluti shall shall ctue ctue THAT ce ce authority until:- until:- shall commence up passg this resoluti shall ctue ce until:- cclusi cclusi next next Annual Annual General General Meetg Meetg followg followg thcomg thcomg cclusi Annual Annual General General next Annual Meetg Meetg General at at which which Meetg time time it it will will lapse, lapse, unless unless by by followg a resoluti resoluti passed thcomg passed at at a general general Annual meetg, meetg, General Meetg authority authority at which is is renewed; renewed; time it or or will lapse, unless by a resoluti passed at a general meetg, authority is renewed; or expirati expirati period period with with which which next next Annual Annual General General Meetg Meetg expirati is is required required period held held with which Secti Secti next 340(2) 340(2) Annual General Meetg is required held Secti 340(2) 2016

3 (c) but shall extend extensi as may allowed Secti 340(4) 2016; or revoked or varied by resoluti passed by shholders general meetg; whichever is earlier. FURTHER THAT Direcrs /or any m hereby authorised complete do all acts thgs cludg executg documents as may required give effect transactis ctemplated /or authorised by this Ordary. ( 11) 11. Ordary Proposed Renewal Of Authorisati To Enable Willowglen MSC Berhad To Purchase Its Own Shs Up To 10% Of The Total Numr Of Issued Shs Of The Secti ( ), Memorum Articles Associati, Ma Market Listg Requirements Bursa Malaysia Securities Berhad ( Bursa Securities ) all or applicable laws, rules regulatis guideles time g ce approvals all relevant governmental /or regulary authority, approval is hereby given, purchase numr ordary as may determed by Direcrs from time time through Bursa Securities as Direcrs may deem expedient terest, provided that: numr ordary purchased /or held by this resoluti shall exceed ten percent (10%) tal numr as quoted Bursa Securities as at pot purchase; maximum funds allocated by purpose purchasg its own shall exceed retaed prits based latest audited fancial statements /or latest unaudited fancial statements (where applicable) available at time purchase. THAT up completi purchase by its own, Direcrs authorised deal with purchased ir absolute discreti followg manner:- cancel all so purchased; /or (iii) reta so purchased treasury distributi as dividend shholders /or resell market Bursa Securities; /or reta part re as treasury cancel remader; or any or manner as prescrid by, rules, regulatis orders made requirements Bursa Securities any or relevant authority time g ce. THAT authority cferred by this resoluti shall commence up passg this resoluti shall ctue ce until:- cclusi next Annual General Meetg ( AGM ) followg this AGM at which resoluti was passed, at which time it will lapse, unless by an ordary resoluti passed at that meetg, authority is renewed, eir uncditially or cditis; or

4 (c) expirati period with which next AGM after that date is required by law held; or revoked or varied by an ordary resoluti passed by shholders at a general meetg; whichever occurs first. THAT Direcrs authorised give effect Proposed Renewal Sh Buy-Back Authority with full power assent any modificatis /or amendments as may required by relevant authorities. ( 12) 12. To transact any or ordary busess which due ice shall have en given. NOTICE OF DIVIDEND ENTITLEMENT PAYMENT NOTICE IS ALSO HEREBY GIVEN THAT a fal dividend 2 sen per ordary sh under sgle-tier system fancial year ended 31 Decemr 2017, if approved by shholders, will payable 20 June 2018 shholders whose names appear Record Deposirs at close busess 4 June A Deposir shall qualify entitlement ly respect : transferred Deposir s Securities Account e 4.00 p.m. 4 June 2018 respect ordary transfers; bought Bursa Malaysia Securities Berhad a cum entitlement basis accordg Rules Bursa Malaysia Securities Berhad. By Order Board Chua Siew Chuan (MAICSA ) Tan Ley Theng (MAICSA ) Secretaries Kuala Lumpur 10 April 2018 Notes: 1. In respect deposited securities, ly a deposir whose name appears Record Deposirs as at 10 May 2018 ( General Meetg Record Deposirs ) shall eligible attend Meetg or appot proxy(ies) attend /or vote his/her stead. 2. A memr entitled attend vote at Annual General Meetg is entitled appot more than two (2) proxies attend vote his stead. When a memr appots more than e (1) proxy, appotments shall valid unless proporti shholdgs represented by each proxy is specified. A proxy need a memr a memr may appot any pers his/her proxy without limitati. 3. Where a Memr is an Exempt Authorised Nomee which holds ordary multiple neficial owners e securities account ( Omnibus Account ), re is no limit numr proxies which Exempt Authorised Nomee may appot respect each Omnibus Account its holds. 4. The strument appotg a proxy or proxies must deposited at s Sh Registrar s Office at Symphy Sh Registrars Sdn. Bhd., Level 6, Symphy House, Pusat Dagangan Dana 1,

5 Jalan PJU 1A/46, Petalg Jaya, Selangor Darul Ehsan less than 48 hours e time appoted holdg Annual General Meetg or any adjournment re. 5. The strument appotg a proxy or proxies shall writg under h appoter or his atrney duly authorised writg or, if appoter is a corporati, under its Comm Seal or h its atrney duly authorised. 6. Explanary Notes Ordary Special Busess i. Item 1 Agenda Audited Fancial Statements fancial year ended 31 Decemr 2017 ger with Reports Direcrs Audirs re. This Agenda item is meant discussi ly, as provisi Secti 340(1) 2016 does require a mal approval shholders Audited Fancial Statements. Hence, this Agenda item is put ward votg. ii. Ordary 6 Secti 230(1) 2016 provides amgst ors, that fees direcrs any nefits payable direcrs a listed company shall approved at a general meetg. At Neteenth Annual General Meetg held 26 April 2017, had obtaed shholders approval payment Direcrs nefits Independent N-Executive Direcrs up RM17, period from 1 January 2017 until 16 May 2018, g appoted date holdg Twentieth Annual General Meetg. The proposed Ordary 6, if passed, will authorise payment Direcrs nefits Independent N-Executive Direcrs up an amount RM26, with effect from 17 May 2018 until next Annual General Meetg year 2019 ( Period ). The Direcrs nefits payable Period comprise meetg allowance payable Independent N-Executive Direcrs attendance Board /or Board Committee meetgs, whenever meetgs called durg Period. iii Ordary 8 Retenti Mr. Wang Shi Tsang as Independent N-Executive Direcr Mr. Wang Shi Tsang was appoted as an Independent N-Executive Direcr 27 June 2002 ree, has served Board a cumulative term more than twelve (12) years. The Board Direcrs through Nomati Remunerati Committee, after havg assessed dependence Mr. Wang Shi Tsang, regards him dependent based amgst ors, followg justificatis recommends that Mr. Wang Shi Tsang retaed as an Independent Direcr approval from shholders through a two-tier votg process as descrid Guidance Practice 4.2 Malaysian Code Corporate Governance: aementied Independent N-Executive Direcr fulfilled defiti an Independent Direcr as set out under Paragraph 1.01 Bursa Malaysia Securities Berhad Ma Market Listg Requirements. aementied Independent N-Executive Direcr was able exercise dependent judgement act st terests. re was no potential cflict terest that aementied Independent N-Executive Direcr could have with as he had entered any ctract or transacti with /or its subsidiaries with scope meang as set th under Paragraph 5 Practice Note 13 Bursa Malaysia Securities Berhad Ma Market Listg Requirements. aementied Independent N-Executive Direcr had developed, established or mataed any significant persal or social relatiship, wher direct or direct, with Executive Direcrs, major shholders or management (cludg ir family memrs) or than normal engagements teractis a pressial level, csistent expected him carry out his duties as an Independent N-Executive Direcr.

6 iv. Ordary 9 Retenti Encik Alfian B Tan Mohamed Basir as Independent N-Executive Direcr Encik Alfian B Tan Mohamed Basir was appoted as an Independent N-Executive Direcr 9 Ocr 2003 ree, has served Board a cumulative term more than twelve (12) years. The Board Direcrs through Nomati Remunerati Committee, after havg assessed dependence Encik Alfian B Tan Mohamed Basir, regards him dependent based amgst ors, followg justificatis recommends that Encik Alfian B Tan Mohamed Basir retaed as an Independent Direcr approval from shholders through a two-tier votg process as descrid Guidance Practice 4.2 Malaysian Code Corporate Governance : aementied Independent N-Executive Direcr fulfilled defiti an Independent Direcr as set out under Paragraph 1.01 Bursa Malaysia Securities Berhad Ma Market Listg Requirements. aementied Independent N-Executive Direcr was able exercise dependent judgement act st terests. re was no potential cflict terest that aementied Independent N-Executive Direcr could have with as he had entered any ctract or transacti with /or its subsidiaries with scope meang as set th under Paragraph 5 Practice Note 13 Bursa Malaysia Securities Berhad Ma Market Listg Requirements. aementied Independent N-Executive Direcr had developed, established or mataed any significant persal or social relatiship, wher direct or direct, with Executive Direcrs, major shholders or management (cludg ir family memrs) or than normal engagements teractis a pressial level, csistent expected him carry out his duties as an Independent N-Executive Direcr. v. Ordary 10 Authority Issue Shs Pursuant 2016 The proposed Ordary, if passed, will give a renewal mate Direcrs authority allot issue new ordary up an amount exceedg 10% tal numr purposes as Direcrs may ir discreti deem expedient st terest, compliance with relevant regulary requirements. This renewed mate, unless earlier revoked or varied by shholders at a general meetg, will expire at next Annual General Meetg. The authority issue 2016 will provide flexibility expediency any possible fund raisg activities volvg issuance or placement facilitate busess expansi or strategic merger acquisiti opportunities volvg equity deals or part equity or fund future vestment project(s) or workg capital requirements which Direcrs csider st terest. The approval is sought avoid any delay cost cveng a general meetg approve issuance. The had en granted a mate by its shholders at Neteenth Annual General Meetg held 26 April 2017 ( Previous Mate ). As at date this Notice, no new were Previous Mate hence, no proceeds were raised refrom. vi. Ordary 11 Proposed Renewal Shholders Mate Related Party Transactis A Revenue Or Tradg Nature The proposed Ordary, if passed, will provide a renewed mate /or its subsidiaries enter recurrent related party transactis a revenue or tradg nature with Related Parties ordary course busess based commercial terms which more favourable Related Parties than those generally available public which necessary Group s day--day operatis. This mate shall lapse at cclusi

7 next Annual General Meetg unless authority renewal is obtaed from shholders at a general meetg. Detailed mati Proposed Renewal Shholders Mate is set out Part A Circular/Statement Shholders dated 10 April 2018 circulated ger with this Annual Report. vii. Ordary 12 Proposed Renewal Authorisati Enable Willowglen MSC Berhad Purchase Its Own Shs Up To 10% The Total Numr Issued Shs The Pursuant To Secti 127 The 2016 The proposed Ordary, if passed, will provide a renewed mate purchase its own up 10% tal numr shall lapse at cclusi next Annual General Meetg unless authority renewal is obtaed from shholders at a general meetg. Furr mati Proposed Renewal Sh Buy-Back Authority is set out Part B Circular/Statement Shholders dated 10 April 2018 circulated ger with this Annual Report.