Scientex : Minutes of AGM 2022

SCIENTEX BERHAD

Company No. 196801000264 (7867-P)

(Incorporated in Malaysia)

Minutes of the Fifty-Fourth (54th) Annual General Meeting ("AGM" or "Meeting") of Scientex Berhad (the "Company" or "Scientex") held virtually through live streaming from the broadcast venue at Auditorium, Bangunan Scientex, No. 9, Persiaran Selangor, Seksyen 15, 40200 Shah Alam, Selangor Darul Ehsan on Thursday, 8 December 2021 at 11.30 a.m.

PRESENT	: Directors
	YBhg. Tan Sri Dato' Mohd Sheriff Bin Mohd Kassim - in the Chair
	Mr Lim Peng Jin
	Mr Lim Peng Cheong
	Mr Wong Chin Mun
	Dato' Noorizah Binti Hj Abd Hamid
	Mr Ang Kim Swee
	Shareholders, Proxies and Corporate Representatives as per attendance list.
IN ATTENDANCE	: Ms Tung Wei Yen		}	Company Secretary
	Ms Ong Ling Hui			}
BY INVITATION	: Mr Teo Swee Chua		-	Deloitte PLT
	Ms Joey Wong			-	Legal Manager
	Mr Choo Yung Siong		-	Sustainability Manager
	Representatives	of	Tricor	}	Poll Administrators
	Investor & Issuing	House	}
	Services Sdn Bhd			}
	Representative	of	Asia	}	Scrutineer
	Securities Sdn Bhd		}
VIRTUAL	:https://tiih.online
MEETING
PLATFORM

1. WELCOME ADDRESS
   The emcee of the 54th AGM, Ms Joey Wong introduced herself. On behalf of the Board of Directors and management of the Company, she welcomed the participation of the attendees to the virtual AGM. She informed that the Company acknowledged general meetings serve as an important communication channel for shareholders' engagement. Therefore, the Company will continue to adopt various modes of communication including embracing technologies to enhance shareholders' engagement. The AGM was telecast live from the broadcast venue at the Company's headquarters located at Shah Alam. The remote participation and voting ("RPV") facilities adopted by the Company for online voting purposes was provided by Tricor Investor & Issuing House Services Sdn Bhd ("Tricor"). The emcee proceeded to invite the Chairman to commence the AGM.
2. CHAIRMAN
   YBhg. Tan Sri Dato' Mohd Sheriff bin Mohd Kassim chaired the Meeting and commenced the proceedings of the AGM. He welcomed the shareholders, proxies and corporate representatives to the Meeting and introduced the members of the Board of Directors, the Company Secretary, the Auditor and the Sustainability Manager who were seated with him at the broadcast venue.

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Scientex Berhad

Minutes of Fifty-Fourth Annual General Meeting held on 8 December 2022

1. QUORUM
   The Chairman called the Meeting to order at 11.35 a.m. after the Secretary confirmed the requisite quorum had logged-in at the start of the Meeting.
2. NOTICE OF MEETING AND ADMINISTRATIVE MATTERS
   The Chairman informed that all resolutions stated in the Notice of AGM would be put to vote by way of poll pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Securities. The Company had appointed an independent service provider, Tricor as the Poll Administrator to facilitate the poll voting via the RPV facilities and Asia Securities Sdn Bhd as the independent Scrutineer to verify the poll results. The poll was conducted electronically via the RPV facilities provided by Tricor. The voting session had commenced from 11.30 a.m. until the Chairman announced the end of voting session. The Poll Administrator briefed the shareholders, proxies and corporate representatives on the online voting procedures adopted for the RPV facilities.
   The Chairman briefed the shareholders on the agendas of the Meeting. The Notice of AGM dated 9 November 2022 having been circulated to all shareholders of the Company within the statutory period was taken as read.
3. QUESTION AND ANSWER
   The Chairman highlighted that the Company had received a letter from the Minority Shareholders Watch Group ("MSWG") on 2 December 2022, seeking clarification on the Company's operational, financial and corporate governance matters. He invited the emcee who then read out the questions received from the MSWG and the Company's responses as set out in the Company's letter to the MSWG dated 7 December 2022 (attached hereto as Appendix I).
   On behalf of the Company, the emcee thanked the MSWG for raising the questions in the interest of all shareholders. Following the questions received from the MSWG, the Managing Director/ Chief Executive Officer of the Company, Mr Lim Peng Jin addressed the queries and comments from the shareholders (attached hereto as Appendix II), received prior to and during the AGM.
4. POLL VOTING
   As there were no further questions from the shareholders, the Chairman allowed a further 5 minutes for those who has yet to cast their votes to do so prior to the closing of the voting session. Thereafter, the Chairman declared the online voting session closed and adjourned the meeting for the Poll Scrutineer to verify the poll results.
   The poll results tabulated by the Poll Administrator and duly validated by the Poll Scrutineer were as follows:

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Scientex Berhad

Minutes of Fifty-Fourth Annual General Meeting held on 8 December 2022

Ordinary Resolution 1
Description	To approve the declaration of a single tier final dividend of 5 sen per
	ordinary share
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	391	12
No. of Shares	1,040,903,528	15,981
% of Voted Shares	99.9985	0.0015
Result	Accepted
Ordinary Resolution 2
Description	To re-elect Wong Chin Mun as a Director of the Company
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	376	26
No. of Shares	1,011,579,822	29,339,387
% of Voted Shares	97.1814	2.8186
Result	Accepted
Ordinary Resolution 3
Description	To re-elect Ang Kim Swee as a Director of the Company
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	332	71
No. of Shares	996,361,931	31,351,378
% of Voted Shares	96.9494	3.0506
Result	Accepted
Ordinary Resolution 4
Description	To approve the payment of Directors' fees of RM730,000
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	364	36
No. of Shares	1,040,673,605	211,704
% of Voted Shares	99.9797	0.0203
Result	Accepted
Ordinary Resolution 5
Description	To re-appoint Deloitte PLT as the Auditors of the Company and to
	authorise the Directors to fix remuneration
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	372	29
No. of Shares	1,039,853,720	1,065,189
% of Voted Shares	99.8977	0.1023
Result	Accepted
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Scientex Berhad

Minutes of Fifty-Fourth Annual General Meeting held on 8 December 2022

Ordinary Resolution 6
Description	To authorise the Directors to allot and issue shares pursuant to the
	Companies Act 2016
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	363	39
No. of Shares	1,000,752,116	40,167,093
% of Voted Shares	96.1412	3.8588
Result	Accepted
Ordinary Resolution 7
Description	To approve the Proposed Renewal of Authority to allot and issue new
	ordinary shares under the Company's Dividend Reinvestment Plan
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	371	31
No. of Shares	1,040,228,360	672,789
% of Voted Shares	99.9354	0.0646
Result	Accepted
Ordinary Resolution 8
Description	To approve the Proposed Renewal of Share Buy-Back Authority
Shareholder's Action	For Voting
Voted	For	Against
No. of Shareholders	379	23
No. of Shares	1,040,852,728	41,881
% of Voted Shares	99.9960	0.0040
Result	Accepted

Based on the poll results, all the resolutions tabled at the Meeting were duly passed by the shareholders.

7. CONCLUSION

The Chairman then declared the Meeting concluded at 12.50 p.m.

CONFIRMED AS A CORRECT RECORD

- Approved -

CHAIRMAN

Dated this 28th day of December 2022

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Appendix I

Questions from Minority Shareholders Watch Group

No.	Questions		The Company's Responses / Answers
	Operational & Financial Matters
1.	In FY2022, Scientex recorded a 9%	The Group's Property Division continues to see resilient
	growth in revenue to RM4 billion	demand for its affordable homes which is expected to
	compared to RM3.66 billion in the year	boost its top line for FY2023. Operational issues which
	before. However, the net profit recorded a	afflicted the Group in FY2022 such as material
	10.4% contraction to RM409.9 million	shortages, delays in obtaining regulatory approvals and
	from RM457.2 million.		worker shortages are being duly addressed which in turn
			is expected to translate into better performance for
	Notably, the contraction was recorded	FY2023. For the Packaging Division, demand remains
	after 12 years of uninterrupted profit	relatively stable especially for its consumer-based
	growth since FY2009. Both packaging	packaging. With the easing of raw material prices and
	and property divisions recorded declines	logistics costs, the Group anticipates that global demand
	in profit due to operational challenges	for its products will continue to be resilient as it
	and geopolitical tensions.		maintains its competitive strengths in the global
			marketplace.
	The Group is cautiously optimistic that
	both divisions will maintain their growth
	trajectory in the upcoming financial year.
	Why would FY2023 be a better year for
	Scientex, given the less rosy economic
	outlook and consumer spending?
2.	Despite recording a marginal contraction	Reply to Question 2 (a):
	of 1.2% in sales volume to 277,270 metric	Revenue will continue to be influenced by both cost-
	tonnes (MT) from 280,660 MT in the	push inflation and volume growth factors. With the
	previous year, Scientex's	packaging	easing of raw material prices and freight cost, the Group
	division recorded an increase of 14.8% in	anticipates margin compression to be better managed.
	revenue to RM2.86 billion compared to
	RM2.49 billion in FY2021 thanks to the
	higher average selling price and robust
	demand from customers.
	However, the impact of the higher ASP
	was weighed down by supply chain
	disruptions, rising freight and raw
	materials costs and acute labour shortages
	globally.
	a) Going forward, is the revenue of the
	packaging division expected to be
	driven by cost-push inflation or
	volume growth factor?	Meanwhile,

with signs of easing in raw material prices and freight cost, how soon will it result in a recovery in profit margin?

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