Magna Prima : Minutes of 27th AGM

MAGNA PRIMA BERHAD

Registration No. 199501040315 (369519-P)

(Incorporated in Malaysia)

MINUTES OF THE TWENTY-SEVENTH ANNUAL GENERAL MEETING (27TH AGM) OF MAGNA PRIMA BERHAD HELD AT IDEAL CONVENTION CENTRE - IDCC SHAH ALAM, LEVEL 7, JALAN PAHAT L 15/L, SEKSYEN 15, 40200 SHAH ALAM, SELANGOR DARUL EHSAN ON WEDNESDAY, 8 JUNE 2022 AT 10.00 A.M.

Present	:	As per attendance list

1. CHAIRMAN
   In view of the resignation of Tan Sri Datuk Adzmi Bin Abdul Wahab on 1 June 2022, Dato' Sri Hj
   Wan Adnan Bin Wan Mamat was elected as the Chairman of the 27th AGM of the Company. The Chairman presided at the meeting and welcomed the members to the 27th AGM of the Company.
2. QUORUM
   As the requisite quorum was present pursuant to Clause 67 of the Company's Constitution as advised by Ms Heidi Thien Lee Mee, the Company Secretary, the Chairman declared the 27th AGM of the Company duly convened.
3. NOTICE
   With the consent of the meeting, the Notice convening the meeting having been issued and circulated within the prescribed period was taken as read.
4. PRELIMINARY
   Before proceeding with the agendas of the meeting, the Chairman explained to the meeting on how a resolution is determined. He informed that pursuant to Rule 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, is voted by poll. At the same time, the Company must appoint at least one (1) scrutineer to validate the votes cast at the general meeting. Such scrutineer must not be an officer of the Company or its related corporation and must be independent of the person undertaking the polling process.
   The Chairman further informed the shareholders that Boardroom Share Registrars Sdn. Bhd.
   ("Share Registrar") has been appointed as Poll Administrator to conduct the polling process and Messrs. CHL ("Scrutineer") was appointed as Scrutineer to verify the poll results.
   With the consent and approval of the meeting, the Chairman informed that the polling process for all the resolutions would be conducted upon completion of the deliberation of all items to be transacted at the AGM.

Page 1 of 8

Magna Prima Berhad [Registration No. 199501040315 (369519-P)]

Minutes of 27th Annual General Meeting held on 8 June 2022

1. AUDITED FINANCIAL STATEMENTS AND REPORTS
   The Audited Financial Statements of the Company and of the Group for the financial year ended 31 December 2021 ("FYE 2021") together with the Reports of the Directors and Auditors thereon ("Audited Financial Statements") were tabled to the shareholders for discussion.
   The Chairman informed that the Audited Financial Statements of the Company was meant for discussion only as Section 340(1)(a) of the Companies Act, 2016 provides that the Audited Financial Statements are to be laid in the general meeting and does not require the formal approval of the shareholders. Hence, it is not put forward for voting. However, the Company is pleased to deal with any questions from shareholders relating to the Audited Financial Statements.
   There being no questions raised from the floor, the Chairman proceeded with the next agenda.
2. ORDINARY RESOLUTION 1
   TO APPROVE THE PAYMENT OF DIRECTORS' FEES UP TO RM200,000 IN RESPECT OF THE
   PERIOD FROM 9 JUNE 2022 UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY.
   The Chairman informed the shareholders that the proposed Ordinary Resolution No. 1 is to approve the payment of Directors' fees up to RM200,000 in respect of the period from 9 June
   2022 until the conclusion of the next Annual General Meeting of the Company.
   The following resolution was put to the meeting for voting by way of poll:-
   "THAT the payment of Directors' fees up to RM200,000 in respect of the period from 9 June 2022 until the conclusion of the next Annual General Meeting of the Company has not been approved."
   There being no questions raised from the floor, the Chairman proceeded with the next agenda.
3. ORDINARY RESOLUTION 2
   TO APPROVE THE PAYMENT OF A MEETING ATTENDANCE ALLOWANCE OF RM500 PER MEETING TO THE NON-EXECUTIVE DIRECTORS AND LEAVE PASSAGE ALLOWANCE OF RM12,000 PER ANNUM TO THE CHAIRMAN FOR THE PERIOD FROM 9 JUNE 2022 UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
   The Chairman informed the shareholders that the proposed Ordinary Resolution No. 2 is to approve the payment of a meeting attendance allowance of RM500 per meeting to the Non- Executive Directors and leave passage allowance of RM12,000 per annum to the Chairman for the period from 9 June 2022 until the conclusion of the next Annual General Meeting of the Company.
   The following resolution was put to the meeting for voting by way of poll:-
   "THAT the payment of a meeting attendance allowance of RM500 per meeting to the Non- Executive Directors and leave passage allowance of RM12,000 per annum to the Chairman for the period from 9 June 2022 until the conclusion of the next Annual General Meeting of the Company be approved".

Page 2 of 8

Magna Prima Berhad [Registration No. 199501040315 (369519-P)]

Minutes of 27th Annual General Meeting held on 8 June 2022

There being no questions raised from the floor, the Chairman proceeded with the next agenda.

1. ORDINARY RESOLUTION 3
   RE-ELECT TAN SRI DATUK ADZMI BIN ABDUL WAHAB WHO IS RETIRING IN ACCORDANCE WITH
   CLAUSE 105 OF THE COMPANY'S CONSTITUTION AND BEING ELIGIBLE, OFFER HIMSELF FOR RE-ELECTION
   The Chairman informed the shareholders that Tan Sri Datuk Adzmi Bin Abdul Wahab had resigned as the Independent Non-Executive Chairman of the Company on 1 June 2022.
   Thus, Ordinary Resolution No. 3 would be withdrawn for voting.
2. ORDINARY RESOLUTION 4
   RE-ELECT SAZALI BIN SAAD WHO IS RETIRING IN ACCORDANCE WITH CLAUSE 105 OF THE
   COMPANY'S CONSTITUTION AND BEING ELIGIBLE, OFFER HIMSELF FOR RE-ELECTION
   The Chairman informed the shareholders that En. Sazali Bin Saad had resigned as the Independent Non-Executive Director of the Company on 1 June 2022.
   Thus, Ordinary Resolution No. 4 would be withdrawn for voting.
3. ORDINARY RESOLUTION 5
   RE-ELECT DATO' DARAWATI HUSSAIN WHO IS RETIRING IN ACCORDANCE WITH CLAUSE 105
   OF THE COMPANY'S CONSTITUTION AND BEING ELIGIBLE, OFFER HERSELF FOR RE-ELECTION
   The Chairman informed the shareholders that Dato' Darawati Hussain would be retired pursuant to Clause 105 of the Company's Constitution. However, the Chairman inform that the
   Company has received a letter from Dato' Darawati Hussain on 7 June 2022 to withdraw her offer for re-election as the Director of the Company at today's AGM.
   Thus, Ordinary Resolution No. 5 would be withdrawn for voting.
4. ORDINARY RESOLUTION 6
   RE-ELECT DATO' SRI HJ WAN ADNAN BIN WAN MAMAT WHO IS RETIRING IN ACCORDANCE WITH CLAUSE 109 OF THE COMPANY'S CONSTITUTION AND BEING ELIGIBLE, OFFER HIMSELF
   FOR REELECTION
   At this juncture, the Chairman declared his interest in Ordinary Resolution No. 6 and invited Mr. Lee Chin Cheh to chair the meeting for Ordinary Resolution No. 6 in relation to his re-election as the Director of the Company.
   Mr. Lee Chin Cheh informed the shareholders that Dato' Sri Hj Wan Adnan Bin Wan Mamat, would retire in accordance with Clause 109 of the Company's Constitution and being eligible for re-election, has offered himself for re-election.
   The following resolution was put to the meeting for voting by way of poll:-
   "THAT Dato' Sri Hj Wan Adnan Bin Wan Mamat, who is retiring pursuant to Clause 109 of the
   Company's Constitution, be re-elected as a Director of the Company".

Page 3 of 8

Magna Prima Berhad [Registration No. 199501040315 (369519-P)]

Minutes of 27th Annual General Meeting held on 8 June 2022

There being no questions raised from the floor, the Chairman proceeded with the next agenda.

Thereafter, Mr. Lee Chin Cheh handed over the chair back to the Chairman for the remaining agendas of the meeting.

1. ORDINARY RESOLUTION 7
   APPOINT HLB LER LUM CHEW PLT AS AUDITORS
   The Chairman informed that proposed Ordinary Resolution No. 7 of the meeting is to appoint HLB Ler Lum Chew PLT as Auditors of the Company, in place of the retiring Auditors, HLB AAC PLT, and to authorise the Board of Directors to determine their remuneration.
   The following resolution was put to the meeting for voting by way of poll:-
   "THAT HLB Ler Lum Chew PLT be and is hereby appointed as auditors of the Company and that authority be and is hereby given to the Directors to determine their remuneration."
   There being no questions raised from the floor, the Chairman proceeded with the next agenda.
2. SPECIAL BUSINESS - ORDINARY RESOLUTION 8
   AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016
   The meeting was called upon to approve the proposed Ordinary Resolution No. 8 pertaining to authority for directors to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016.
   The Chairman further informed that Bursa Malaysia Securities Berhad has via their letter dated 23 December 2021 granted several additional temporary relief measures to listed corporations, amongst others, an increase in general mandate limit for new issues of securities to not more than 20% of the total number of issued shares of the Company for the time being. Pursuant to the 20% General Mandate, Bursa Securities has also mandated that the 20% General Mandate may be utilised by a listed corporation to issue new securities until 31 December 2022 and thereafter, the 10% general mandate will be reinstated.
   The following resolution was put to the meeting for voting by way of poll:-
   "THAT subject to the Companies Act, 2016 ("the Act"), the Constitution of the Company, the
   Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"), Additional Temporary Relief Measures to Listed Corporations for Covid-19 issued by Bursa Securities on 16 April 2020 and its subsequent letter dated 23 December 2021 on the extension of implementation of the 20% General Mandate and subject to the approvals of the relevant governmental/ regulatory authorities, the Directors be and are hereby authorised and empowered pursuant to Sections 75 and 76 of the Act, to issue and allot shares in the Company, at any time to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed twenty per centum (20%) of the total number of issued shares of the Company (excluding treasury shares) at any point in time
   ("20% General Mandate"); AND THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued from Bursa Malaysia Securities Berhad ("Bursa Securities");

Page 4 of 8

Magna Prima Berhad [Registration No. 199501040315 (369519-P)]

Minutes of 27th Annual General Meeting held on 8 June 2022

AND THAT such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next AGM of the Company or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier, unless revoked or varied by an ordinary resolution of the Company at a general meeting."

There being no questions raised from the floor, the Chairman proceeded with the next agenda.

14. SPECIAL BUSINESS - ORDINARY RESOLUTION 9 PROPOSED RENEWAL OF SHARE BUY-BACK

The Chairman informed that Ordinary Resolution No. 9 was to seek shareholders' approval for the proposed renewal of authority for the Company to purchase its own shares of up to 10% of the issued shares ("Proposed Renewal of Authority for the Company to purchase its own Shares").

The Chairman informed that the detailed of the said proposal of the Proposed Renewal of Authority for the Company to purchase its own Shares was stated in the Annual Report of the Company, which had already been provided to the shareholders prior to the AGM.

The following resolution was put to the meeting for voting by way of poll:-

"THAT subject to the Act, the provisions of the Constitution of the Company, the Main Market Listing Requirements ("Listing Requirements") of Bursa Securities and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:-

1. the aggregate number of shares purchased or held as treasury shares does not exceed 10% of the total number of issued and paid-up shares of the Company as quoted on Bursa Securities as at the point of purchase;
2. the maximum fund to be allocated by the Company for the purpose of purchasing the shares be backed by an equivalent amount of retained profits; and
3. the Directors of the Company may decide either to retain the shares purchased as treasury shares, or cancel the shares, or retain part of the shares so purchased as treasury shares and cancel the remainder, or resell the shares, or transfer the shares or distribute the shares as dividends;

Page 5 of 8