Amway Malaysia Berhad : 2022 Notice of AGM

NOTICE OF

ANNUAL GENERAL MEETING

AMWAY (MALAYSIA) HOLDINGS BERHAD

Registration No: 199501011153 (340354-U)

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 27th Annual General Meeting ("AGM") of AMWAY (MALAYSIA) HOLDINGS BERHAD ("the Company") will be conducted entirely through live streaming from the broadcast venue at Van Andel & DeVos Training Centre, Amway (Malaysia) Sdn. Bhd., 28, Jalan 223, 46100 Petaling Jaya, Selangor Darul Ehsan, Malaysia ("Broadcast Venue") on Wednesday, 25 May 2022 at 9.30 a.m. to transact the following businesses:

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 December (Please refer to Note 1 of the

2021 together with the Directors' and the Auditors' Reports thereon.

Explanatory Notes)

• 2. To re-elect Datin Seri Azreen Binti Abu Noh who is retiring pursuant to Clause 76(3) of the Constitution of the Company ("the Constitution").

  Ordinary Resolution 1

• 3. To re-elect Mr Scott Russell Balfour who is retiring pursuant to Clause 76(3) of the Constitution.

  Ordinary Resolution 2

• 4. To re-elect Tan Sri Faizah Binti Mohd Tahir who is retiring pursuant to Clause 76(3) of the Constitution.

  Ordinary Resolution 3

• 5. To approve the Directors' fee of up to RM122,000 payable to Tan Sri Faizah Binti Mohd Tahir, the Chairperson and the Senior Independent Non-Executive Director for the financial year ending 31 December 2022.

  Ordinary Resolution 4

• 6. To approve the Directors' fee of up to RM83,800 payable to Dato' Abdullah Thalith Bin Md Thani, the Nominating Committee Chairman and the Independent Non-Executive Director for the financial year ending 31 December 2022.

  Ordinary Resolution 5

• 7. To approve the Directors' fee of up to RM76,100 payable to Mr Low Han Kee, the Non-Independent Non-Executive Director for the financial year ending 31 December 2022.

  Ordinary Resolution 6

• 8. To approve the Directors' fee of up to RM92,750 payable to En Abd Malik Bin A Rahman, the Audit Committee Chairman and the Independent Non-Executive Director for the financial year ending 31 December 2022.

  Ordinary Resolution 7

• 9. To approve the Directors' fee of up to RM81,300 payable to Datin Seri Azreen Binti Abu Noh, the Independent Non-Executive Director for the financial year ending 31 December 2022.

  Ordinary Resolution 8

• 10. To approve the Directors' fee of up to RM69,500 payable to Pn Aida Binti Md Daud, the Non-Independent Non-Executive Director for the financial year ending 31 December 2022.

  Ordinary Resolution 9

• 11. To approve the Directors' benefits of up to RM124,550 for the financial year ending 31 December 2022.

  Ordinary Resolution 10

• 12. To re-appoint Ernst & Young PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.

Ordinary Resolution 11

As Special Business

To consider and, if thought fit, to pass with or without modifications, the following Ordinary Resolution:

13.

Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature with Access Business Group International LLC ("ABGIL") and Amway (Singapore) Pte. Ltd. ("Amway (S)") ("Proposed Renewal of Shareholders' Mandate")

Ordinary Resolution 12

"THAT approval be and is hereby given for the Company and/or its subsidiaries ("Group") to enter into recurrent transactions of a revenue or trading nature with ABGIL and Amway (S) as set out in Section 2.4 of the Circular to shareholders dated 22 April 2022, which are subject to the approval of the Proposed Renewal of Shareholders' Mandate, provided that such recurrent transactions are necessary for the day-to-day operations and are carried out in the ordinary course of business and at arms-length basis on normal commercial terms which are consistent with the Group's normal business practices and policies and on terms not more favourable to the related parties than those generally available to the public and on terms not to the detriment of the minority shareholders;

AND THAT such approval shall be in force until:

(i) the conclusion of the next Annual General Meeting of the Company ("AGM")

at which time it will lapse, unless by a resolution passed at that meeting, the authority is renewed;

(ii) the expiration of the period within which the next AGM is required to be held under Section 340(2) of the Companies Act 2016 (but must not extend to such extension as may be allowed under Section 340(4) of the Companies Act 2016); or

(iii) revoked or varied by ordinary resolution passed by the shareholders in a general meeting,

whichever is the earlier;

AND THAT the Directors of the Company be and are hereby authorised to do all such acts and things (including, without limitation, to execute all such documents and to assent to any conditions, variations and/or amendments) in the interest of the Company to give effect to the aforesaid shareholders' mandate."

14. To transact any other business of which due notice is given in accordance with the

Companies Act 2016 and the Constitution.

BY ORDER OF THE BOARD

WONG WAI FOONG (MAICSA 7001358)

SSM PC No. 202008001472

KUAN HUI FANG (MIA 16876)

SSM PC No. 202008001235

Company Secretaries

Kuala Lumpur Dated this

22 April 2022

Notes:

• 1. IMPORTANT NOTICE

  The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairperson of the meeting to be present at the main venue of the meeting.

  Shareholders will not be allowed to attend the 27th AGM in person at the Broadcast Venue on the day of the meeting.

  Shareholders are to attend, speak (in the form of real time submission of typed texts) and vote (collectively, "participate") remotely at the 27th AGM using the Remote Participation and Voting facilities ("RPV") provided by Tricor Investor & Issuing House Services Sdn. Bhd. via its TIIH Online website at https://tiih.online.

  Please read these Notes carefully and follow the procedures in the Information for Shareholders on 27th AGM in order to participate remotely via RPV.

• 2. For the purpose of determining who shall be entitled to participate in this AGM via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to make available to the Company, the Record of Depositors as at 17 May 2022. Only a member whose name appears on this Record of Depositors shall be entitled to participate in this AGM via RPV.

• 3. A member who is entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to participate in his/her place. A proxy may but need not be a member of the Company.

• 4. A member of the Company who is entitled to attend and vote at a general meeting of the Company may appoint not more than two (2) proxies to participate instead of the member at the AGM.

• 5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance with the listing requirements of the stock exchange.

• 6. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

• 7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.

• 8. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

• 9. A member who has appointed a proxy or attorney or authorised representative to participate at the 27th AGM via RPV must request his/her proxy or attorney or authorised representative to register himself/herself for RPV via TIIH Online website at https://tiih.online. Procedures for RPV can be found in the Information for Shareholders on 27th AGM.

• 10. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment proposes to vote:

  • (i) In hard copy form

    In the case of an appointment made in hard copy form, the proxy form must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

  • (ii) By electronic means

    The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at https://tiih.online. Kindly refer to the Information for Shareholders on the procedures for electronic lodgement of proxy form via TIIH Online.

• 11. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.

• 12. Last date and time for lodging the proxy form is Monday, 23 May 2022 at 9.30 a.m.

• 13. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.

• 14. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate of appointment of authorised representative with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of appointment of authorised representative should be executed in the following manner:

  (i) If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the constitution of the corporate member.

  (ii) If the corporate member does not have a common seal, the certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:

  (a) at least two (2) authorised officers, of whom one shall be a director; or

  (b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated.

• 15. It is important that you read the Information for Shareholders on 27th AGM.

• 16. Shareholders are advised to check the Company's website atwww.amway.myand announcements from time to time for any changes to the administration of the 27th AGM that may be necessitated by changes to the directives, safety and precautionary requirements and guidelines prescribed by the Government of Malaysia, the Ministry of Health, the Malaysian National Security Council, Securities Commission Malaysia and/or other relevant authorities.

Explanatory Notes on Ordinary Business:

• 1. Agenda item 1

  This agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting.

• 2. Ordinary Resolutions 1, 2 and 3

  Please refer to the Statement Accompanying the Notice of AGM for information.

• 3. Ordinary Resolutions 4 to 10

  Pursuant to Section 230(1) of the Companies Act 2016, the fees of the directors, and any benefits payable to the directors of a listed company and its subsidiaries shall be approved at the general meeting.

  The proposed payment of Directors' Fees under Ordinary Resolutions 4 to 9 comprises Directors' Fees and Board Committee Fees.

  The Directors' Fees tabled for approval are based on the current composition of the Board of Directors ("the Board"). The total amount of Directors' Fees of RM525,450 have been revised for the financial year ending 31 December 2022, taking into consideration the market rate and the complexity of operation and industry.

  The proposed Directors' benefits under Ordinary Resolution 10 is based on the current number of Directors on the Board and scheduled Board and Committee Meetings for the financial year ending 31 December 2022. In the event the proposed amount is insufficient, approval will be sought at the next AGM for the shortfall.

• 4. Ordinary Resolution 11

  The Board has through the Audit Committee, considered the re-appointment of Ernst & Young PLT as Auditors of the Company. The factors considered by the Audit Committee in making the recommendation to the Board to table their re-appointment at the 27th AGM are disclosed in the Corporate Governance Overview Statement of this Annual Report.

Explanatory Note on Special Business

1. Ordinary Resolution 12

This Resolution, if passed, will allow the Group to renew its existing mandate obtained at the 26th AGM held on 25 May 2021 to enter into recurrent related party transactions of a revenue or trading nature with ABGIL and Amway (S) in the ordinary course of business, and the necessity to convene separate general meetings from time to time to seek shareholders' approval as and when such recurrent related transactions occur would not arise. Besides facilitating a smoother and more efficient conduct of business, this would substantially reduce administrative time, inconvenience, expenses associated with the convening of such meetings and would place the Group in a better position to leverage and take advantage of business opportunities as and when they may arise, without compromising the corporate objectives of the Group. The shareholders' mandate is subject to renewal on an annual basis.

Please refer to the Circular to Shareholders dated 22 April 2022 for further details.