HeiTech Padu : Minutes of 28th AGM

HEITECH PADU BERHAD

[Registration No. 199401024950 (310628-D)]

(Incorporated in Malaysia)

Minutes of the Twenty-Eight Annual General Meeting of HeiTech Padu Berhad ("HeiTech" or "The Company") held as a fully virtual meeting via live streaming and remote voting from the Broadcast Venue at Titan 1, HeiTech Village 2, No 1 Jalan Astaka U8/81, Seksyen U8, 40150 Shah Alam, Selangor on Thursday, 22 June 2023 at 10.30 AM.

Present	Tan Sri Dato' Sri Abi Musa Asa'ari Bin Mohamed Nor
	(Chairman)
	Dato' Sri Mohd Hilmey Bin Mohd Taib
	(ChiefExecutive Officer/ Executive Director)
	Datuk Mohd Radzif Bin Mohd Yunus
	(Independent Non-Executive Directors)
	Puan Wan Ainol Zilan Binti Abdul Rahim
	(Independent Non-Executive Directors)
	Encik Hamzah Bin Mahmood
	(Independent Non-Executive Directors)
	Encik Razalee Bin Amin
	(Independent Non-Executive Directors)
	Encik Nik Mustapha Bin Nik Mohamed
	(Independent Non-Executive Directors)
	Mr. Chong Seep Hon
	(Independent Non-Executive Directors)
Absent with	Encik Sulaiman Hew Bin Abdullah
Apologies	(Independent Non-Executive Directors)
Members Present	As per Attendance List
Proxy Holders	As per Attendance List
Invitees	As per Attendance List
In Attendance	Zainal Amir Bin Ahmad
	(Group Company Secretary)

1.0 CHAIRMAN ADDRESS

The Chairman extended a warm welcome and thanked to the shareholders and proxies for attending the 28th Annual General Meeting (28th AGM") of HeiTech Padu Berhad which is held fully virtual through live streaming and online remote voting using the Remote Participation and Voting ("RPV").

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HeiTech Padu Berhad (Reg No. 199401024950 (310628-D)

Minutes of 28th Annual General Meeting dated 22 June 2023

The Chairman introduced the members of the Board, Company Secretary and the Executive Council Members who were present at the 28th AGM. Encik Sulaiman Hew bin Abdullah extends his apologies for his absence due to unforeseen matters.

1. QUORUM AND NOTICE OF AGM
   With the requisite quorum present pursuant to Article 62 of the Company's Constitution, the Chairman called the meeting to order. The Notice of AGM dated 18 April 2023, having been circulated in accordance with the Company's Constitution, was taken read.

1. E-VOTING
   The Chairman informed the shareholders and proxies present that pursuant to Paragraph 8.29A of the Main Market Listing Requirements, any resolutions set out in the notice of any general meeting shall be voted by poll. The polling would be conducted electronically using the RPV facilities. The Chairman informed that the Company has appointed Tricor Investor & Issuing House Services Sdn Bhd as Poll Administrator to conduct the e-voting process and SKY Corporate Services Sdn Bhd as the independent scrutineer to verify the poll results. The polling process for all resolutions would be conducted upon completion of the deliberation of all items to be transacted at the AGM.
   The Chairman informed that both Puan Sharina binti Ahmad Kamal and Puan Sulaikah binti Suribot who are shareholders of the Company, have offered themselves to be the Proposer and Seconder for all the 10 proposed resolutions to be tabled at 28th AGM.

4.0 RECEIPT OF AUDITED FINANCIAL STATEMENTS FOR FINANCIAL YEAR ENDED 31 DECEMBER 2022

The Chairman informed that the Audited Financial Statements for financial year ended 31 December 2022 was meant for discussion only under the provision of Section 340(1)(a) of the Companies Act 2016. As such, this item is not required to be put to vote by the shareholders.

The Chairman welcomed questions from the shareholders and proxies who were present at the 28th AGM. The shareholders and proxies were asked to post their question in relation to the financial statements and the following agenda thereon in chat box.

5.0 RESOLUTION 1

TO APPROVE THE PAYMENT OF DIRECTORS' FEES AMOUNTING TO RM240,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

The Chairman informed that Resolution 1 is to approve the proposed payment of Directors' Fees of RM240,000 for financial year ended 31 December 2022.

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HeiTech Padu Berhad (Reg No. 199401024950 (310628-0)

Minutes of 28th Annual General Meeting dated 22 June 2023

6.0 RESOLUTION 2

TO APPROVE THE PAYMENT OF PORTION OF DIRECTORS' FEES PAYABLE UP TO AN AMOUNT OF RM460,000 FROM 1 JANUARY 2023 UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING

Resolution 2 is to seek shareholder's approval on the portion of Directors' fees payable up to an amount of RM460,000 from 1 January 2023 until the conclusion of the next Annual General Meeting.

7.0 RESOLUTION 3

TO APPROVE THE PAYMENT OF DIRECTORS' BENEFITS FOR THE PERIOD FROM 23 JUNE 2023 UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING

The next resolution is to approve the payment of Directors' benefits for the period from 23 June 2023 until the conclusion of the next Annual General Meeting. The Chairman explained that by virtue of Section 230(1) of the Companies Act 2016, shareholders' approval would be required for any benefits to be paid to the Directors.

8.0 RESOLUTION 4, 5 & 6

RE-ELECTION OF THE FOLLOWING DIRECTORS WHO RETIRED IN ACCORDANCE WITH ARTICLE 82 OF THE COMPANY'S CONSTITUTION:

1. TAN SRI DATO' SRI ABI MUSA ASA'ARI BIN MOHAMED NOR

1. ENCIK SULAIMAN HEW BIN ABDULLAH

1. DATUK MOHD RADZIF BIN MOHD YUNUS

The Chairman proceeded to the next three (3) Ordinary Resolutions pertaining to the re-election of Directors who were retiring by rotation pursuant to Article 82 of the Company's Constitution and being eligible, had offered themselves for re-election.

9.0 RESOLUTION 7

TO RE-APPOINT MESSRS. AL JAFREE SALIHIN KUZAIMI PLT ("SALIHIN") AS AUDITORS FOR THE ENSUING YEAR AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

The Chairman proceeded to the next Agenda in respect of the re-appointment of the retiring auditors, Messrs. Al Jafree Salihin Kuzaimi PLT as auditors of the Company. The retiring auditors had expressed their willingness to continue in office.

10.0 RESOLUTION 8

AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016.

The next Agenda is a Special Business to consider and if thought fit, to pass an Ordinary Resolution to authorise the Directors to issue an aggregate number of shares not exceeding ten percent (10%) of the total number of issued shares of the Company pursuant to the Companies Act 2016.

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HeiTech Padu Berhad (Reg No. 199401024950 (310628-D)

Minutes of 28th Annual General Meeting dated 22 June 2023

This mandate would provide flexibility to the Board of Directors to issue and allot shares of up to ten percent (10%) of the share capital of the Company at any time, without convening a general meeting for any possible fund-raising activities and placement of shares.

11.0 RESOLUTION 9 & 10

RETENTION OF THE FOLLOWING DIRECTORS AS INDEPENDENT NON­ EXECUTIVE DIRECTORS

I. ENCIK SULAIMAN HEW BIN ABDULLAH

II. PUAN WAN AINOL ZILAN BINTI ABDUL RAHIM

The next resolution is to approve the retention of Encik Sulaiman Hew Bin Abdullah and Puan Wan Ainol Zilan Binti Abdul Rahim as Independent Non-Executive Directors.

1. QUESTION AND ANSWER SESSION
   Following the presentation of all the resolutions in the agenda, the Chairman declared the commencement of the Q&A session.
   The questions and the corresponding responses from the Company to the members were attached to this Minutes as Annexure A.
   The Meeting was adjourned at 11.00 a.m. for shareholders and proxies to cast their votes.

1. ANNOUNCEMENT OF POLL RESULTS
   The Chairman resumed the Meeting at 11.20 a.m. to announce the polling results in respect of the resolution which had been tabled at 28th AGM. He highlighted that the polling results had been verified by the Scrutineers, Sky Corporate Services Sdn. Bhd. The results were displayed on the screen and based on the polling results, the Chairman declared that all the resolutions as set out in the Notice of 28th dated 18 April 2023 had been carried as follows and a copy of the polling results presented at the Meeting was attached to this Minutes as Annexure B.
   The poll results in respect of the Ordinary Resolutions were as follows:
   ORDINARY RESOLUTION 1
   APPROVAL ON THE PAYMENT OF DIRECTORS' FEES AMOUNTING TO RM240,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

Ordinary				VOTES FOR
			No. of Shares	%
Resolution	1
		21,057,384	99.8161

VOTES AGAINST	%
No. of Shares
38,797			0.1839

"THAT the payment of Directors' fees of RM240,000 for the financial year-ending 31 December 2022 be approved."

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HeiTech Padu Berhad (Reg No. 199401024950 (310628-D)

Minutes of 28th Annual General Meeting dated 22 June 2023

ORDINARY RESOLUTION 2

APPROVAL ON THE PAYMENT OF P ORTION OF DIRECTORS' FEES PAYABLE UP TO AN AMOUNT OF RM460,000 FROM 1 JANUARY 2023 UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING

Ordinary

Resolution 2

	VOTES FOR		VOTES AGAINST
	No. of Shares	%		No. of Shares		%
	21,057,233	99.8154		38,947			0.1846

"THAT the payment of portion of Directors' fees payable up to an amount of RM460, 000 from 1 January 2023 until the conclusion of the next AGM be approved."

ORDINARY RESOLUTION 3

APPROVAL ON THE PAYMENT OF DIRECTORS' BENEFITS FOR THE PERIOD FROM 23 JUNE 2023 UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING

Ordinary

Resolution 3

VOTES FOR

No. of Shares	%
21,057,234	99.8154

VOTES AGAINST
No. of Shares	%
38,947		0.1846

"THAT the payment of Directors' benefits for the period from 23 June 2023 until the conclusion of the next AGM be approved."

ORDINARY RESOLUTION 4

RE-ELECTION OF TAN SRI DATO' SRI ABI MUSA ASA'ARI BIN MOHAMED NOR WHO RETIRED IN ACCORDANCE WITH ARTICLE 85 OF THE COMPANY'S CONSTITUTION

Ordinary

Resolution 4

VOTES FOR

No. of Shares	%
21,066,716	99.8225

VOTES AGAINST
No. of Shares	%
37,468	0.1775

"THAT Tan Sri Dato' Sri Abi Musa Asa'ari Bin Mohamed Nor who retired pursuant to Miele 85 of the Company's Constitution, bere-elected to serveon the Board of Directorsof the Company."

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