Oriental Food Industries : OFI - Minutes of 27th AGM

ORIENTAL FOOD INDUSTRIES HOLDINGS BERHAD

Registration No. 1996601017418 (389769-M)

(Incorporated in Malaysia)

Minutes of the Twenty-Seventh Annual General Meeting ("27th AGM") of the Company held at Adam Function Hall, Tiara Melaka Golf and Country Club, Jalan Gapam, Bukit Katil, 75760 Melaka on Wednesday, 23 August 2023 at 2.30 p.m.

Present	:	Tan Sri Dato' Azizan Bin Husain	Senior Non-Independent
			Non-Executive Chairman
		Datuk Seri Son Chen Chuan	Group Managing Director
		Datuk Son Tong Leong	Group Chief Executive Officer
		Datuk Son Tong Eng	Executive Director
		Mr. Lim Keat Ser	Non-Independent
			Non-Executive Director
		Mr. Chong Peng Khang	Independent Director
		Ms. You Chen Kei	Independent Director
Members /Proxy	:	As per Attendance List
Present
In Attendance	:	Ms. Karina Chong	Joint Company Secretaries
		Mr. Alex Nip	Joint Company Secretaries
By Invitation	:	Mr. Piong Yew Peng	Messrs. Crowe Malaysia PLT

CHAIRMAN

Tan Sri Dato' Azizan Bin Husain ("Tan Sri") presided as Chairman and welcomed all present to the 27th AGM. The Chairman called the Meeting to order at 2.35 p.m.

QUORUM

The requisite quorum being present pursuant to the Constitution of the Company; the Meeting was duly convened.

NOTICE

The Notice of BODM having been circulated and seconded by Mr. Chow Jit Seng was taken as read.

POLL

The Chairman informed the meeting that all resolutions as set out in the Notice of the 27th AGM shall be voted by poll pursuant to 8.29A of the Bursa Malaysia Listing Requirements. Dvote Services Sdn Bhd has been appointed as Poll Administrator to conduct the polling process and Coopers Professional Scrutineers Sdn Bhd has been appointed as the Independent Scrutineer to verify the results of the poll.

Page 1 of 8

Registration No. 1996601017418 (389769-M)

ORIENTAL FOOD INDUSTRIES HOLDINGS BERHAD

Minutes of the 27th AGM held on Wednesday 23, August 2023

The Chairman then proceed to table the following agendas of the 27th AGM for discussion

Agenda 1 To receive the Statutory Financial Statements for the financial year ended 31 March 2023 together with the Directors' and Auditors' Reports thereon

The Chairman informed the meeting that this agenda was meant for discussion only as the provision of Section 340 (1)(a) of the Companies Act 2016 does not require the formal approval from the shareholders and hence was not put forth for voting.

Before inviting the shareholders to raise questions relating to the Financial Statements for the year ended 31 March 2023, the Chairman handed the floor to Datuk Son Tong Leong ("DSTL") to address the inquiries put forth by the Minority Shareholders Watch Group ("MSWG") on their letter to the Company dated 4 August 2023. DSTL led the shareholders through the following:

Q&A

Question	Management Response
The Group recorded a strong 25%
growth in revenue to RM360 million in
FY2023. However, the Gross Profit
Margin ("GPM") declined from 17.9%
in FY2022 to 15.1% in FT2023. Which
product categories were the top	Potato Based Products
contributors to revenue growth in
FY2023

Please provide the sales breakdown by product categories for FY2023.

Product Category	%
Snacks	32%
Cakes	11%
Wafer	7%
Biscuits and cookies	6%
Potato chips and crisps	44%
Total	100%

What were the reasons for the 	Increased in Raw Material Cost
significant decline in GPM?		Higher cost of imported raw
		materials due to USD rates
		fluctuations.
	 Increased in TNB ICPT rate from
		RM0.037 to RM0.20/kWh (from 1
		January 2023)
		Increased in gas price from
		RM38.834 to RM63.136 / GJ (price

increase from July 2022 in stages until March 2023)

 Higher labour wages resulting from the implementation of Minimum Wages from RM1,200 to RM1,500 effective 1 May 2022.

Page 2 of 8

Registration No. 1996601017418 (389769-M)

ORIENTAL FOOD INDUSTRIES HOLDINGS BERHAD Minutes of the 27th AGM held on Wednesday 23, August 2023

Q&A Question

Does the Group expect GPM to recover in FY2024?

What measure are you taking to improve GP?

What is the budgeted capex for FY2023?

Please provide the capex breakdown (e.g. plant and machineries, maintenance cost etc)

The Company will soon be introducing new products to consumers under the brand name "ZESS". The products will soon be found on the shelves of most

hypermarkets and established department stores both locally and oversea. (page 9 of AR 2023)

a. Please provide more details on these new products

b. When does the Group plan to launch these new products

c. What is the budgeted marketing expenses for these products

Response

Yes

• Increase in selling price
• Sourcing for alternative cheaper suppliers without compromising on the quality of raw materials
• Reducing sales rebate to customers
• Automation of process to reduce labour cost and manpower
• Optimising production output planning and scheduling

Approximately RM9.7million

	RM mil
Building	0.19
Plant & Machinery	3.44
Motor Vehicle	0.28
Furniture, Fittings & Office	0.15
Equipment
Construction (FW Hostel)	5.64
in progress
Total	9.70

1. Butter cookies
   Super Ring Cheese Crackers
2. 2nd Quarter, the products are currently undergoing the final stages of R&D and packaging design
3. Approximately RM1.2 million

Page 3 of 8

Registration No. 1996601017418 (389769-M)

ORIENTAL FOOD INDUSTRIES HOLDINGS BERHAD

Minutes of the 27th AGM held on Wednesday 23, August 2023

Question		Response
Practice 5.2 of the Malaysian Code of	Currently, the Board has 7 Directors
Corporate Governance stipulates that	comprising of the following:
at least half of the board should
comprise independent directors. For	 One (1) Non-Independent Non-
FY2023, there	were only 2	Executive Chairman
independent directors out of the 7	 Two (2)	Independent	Non-
directors on the Board. Does the	Executive Directors
Company intend to apply Practice 5.2,	 One (1) Non-Independent Non-
and if yes, by when?		Executive Director
		 Three (3) Executive Directors
		The Board is aware of the requirement
		that at least half of the Board
		comprises independent directors. The
		Board will continue to find a suitable
		candidate to fill up the position.
Practice 5.9 of the Malaysian Code of	The Board supports the country's
Corporate Governance stipulates that	aspirational	target	of	30%
30% of the Board should comprise	representation	of women directors.
women. As of FY2023, there was only	The process of sourcing for potential
one women director which represents	candidates would be undertaken by
14.3% female representation on the	the Board and this is an on-going
Board. Does the Company intend to	process. The Board will continue to
apply Practice 5.9, and if yes, by	find suitable women candidate to fill
when?		up the position.

The Chairman then opens the floor to the shareholders to raise questions relating to the Financial Statements for the year ended 31 March 2023.

Mr. Chong Jit Seng directed the following questions to the Board and DSTL responded the following questions raised during the meeting:

Question	Response
Can the Management provide the	The increase in revenue by 25%
breakdown of the 25% increase in	mainly attributed by
revenue?	 Increase in selling price
	 Sales increase in oversea market
	 Foreign exchange gain
How many products the Group	More than 200 products
carries?
What is the Management's strategies	By participating in trade fairs.
to penetrate oversea market?
Perhaps the Management may	The Management took note of the
consider to market its products via	suggestion.
Multi-Level Marketing companies.

Page 4 of 8

Registration No. 1996601017418 (389769-M)

ORIENTAL FOOD INDUSTRIES HOLDINGS BERHAD

Minutes of the 27th AGM held on Wednesday 23, August 2023

Question	Response
The progress of the construction for	The construction work expected to be
hostel for foreign workers.	completed in 2 months and should be
	ready by December 2023.

There being no further questions from the floor, DSTL handed the floor back to the Chairman.

The Chairman then declared the Q & A session is closed and proceed to the next agenda.

Agenda 2 To approve the payment of Directors' fees amounting to RM330,000.00 for Resolution 1 the financial year ended 31 March 2023.

Before putting the motion to vote, the Chairman opens the floor for any question relating to the motion.

There was no question raised.

The motion was proposed and seconded by the following shareholders"

Proposer	Mr. Chong Jit Seng
Seconder	Ms. Jenny Haw Chau Yan

Agenda 3 To approve the proposed payment of Directors' remuneration and benefits Resolution 2 (excluding Directors' fees) up to an amount of RM145,000.00 to the Directors

with effect from 23 August 2023 until the next Annual General Meeting.

Before putting the motion to vote, the Chairman opens the floor for any question relating to the motion.

There was no question raised.

The motion was proposed and seconded by the following shareholders"

Proposer	Mr. Mohd Nazri Bin Ramli
Seconder	Ms. Son Mei Chin

Page 5 of 8