Deleum : Minutes of the 18th AGM

DELEUM BERHAD

Registration No.: 200501033500 (715640-T)

(Incorporated in Malaysia)

Minutes of the Eighteenth Annual General Meeting of the Company held virtually via live streaming from the broadcast venue at Tricor Business Centre, Gemilang Room, Unit 29-02, Level 29, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur and by Remote Participation and Voting ("RPV") facilities through meeting platform at TIIH Online website at https://tiih.online on Tuesday, 23 May 2023 at 10.00 a.m.

Present	: Board of Directors
	YBhg Dato' Izham bin Mahmud	-	Non-IndependentNon-Executive
			Chairman
	YBhg Datuk Vivekananthan a/l	-	Non-IndependentNon-Executive
	M.V. Nathan		Deputy Chairman
	Mr Ramanrao bin Abdullah	-	Group Chief Executive Officer
			("GCEO")
	YBhg Tan Sri Dato' Seri	-	Senior Independent Non-
	Shamsul Azhar bin Abbas		Executive Director
	Mr Lee Yoke Khai, Gary	-	Independent Non-Executive
			Director
	Datuk Manharlal a/l Ratilal,	-	Independent Non-Executive
	George		Director
	Datin Aisah Eden	-	Independent Non-Executive
			Director
In Attendance	: Ms Suliana binti Rosli	-	Company Secretary
	Ms Jayanthi a/p Gunaratnam	- Group Chief Financial Officer
			("GCFO")
	Representatives from PricewaterhouseCoopers PLT
	Ms Soo Kwai Fong	-	Partner

Attendance of Shareholders (As per the Attendance Lists):

1. The number of shareholders logging in remotely at commencement of meeting was 88.
2. The number of proxies received appointing the Chairman was 26. The total number of proxies received was 39.

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Deleum~18th AGM~ 23 May 2023

1. ADDRESS BY THE CHAIRMAN
   The Chairman, on behalf of the Board of Directors, welcomed the shareholders, proxies, authorised representatives, and the members of the management team of the Company to the fully virtual Eighteenth Annual General Meeting ("AGM") through live streaming. Thereafter, the Chairman introduced the members of the Board of Directors including the GCEO, the Company Secretary, the GCFO who were present at the broadcast venue. The Chairman also introduced the audit partner, PricewaterhouseCoopers PLT who joined the meeting virtually. The Chairman informed that the AGM was conducted in a fully virtual manner.
2. QUORUM
   The Company Secretary confirmed that the quorum was present, i.e. at least three (3) members inclusive of those who had logged in at the start of the meeting, by proxy or representatives (for corporations), representing not less than one-third of the issued shares of the Company.
   As the requisite quorum was present, the Chairman called the meeting to order.

3. NOTICE

The notice convening the meeting dated 20 April 2023 was taken as read.

The Chairman informed that the AGM was a principal forum for dialogue with shareholders and invited all shareholders to enquire about the agenda and the resolutions to be tabled at the AGM. The Chairman thereafter explained how questions may be raised during the meeting.

The Chairman advised that pursuant to Paragraph 8.29(A) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the AGM would be voted by poll which would be conducted electronically via the RPV facility provided by Tricor Investor and Issuance House Services Sdn. Bhd. ("Poll Administrator" or "TIIH"), the appointed poll administrators. The results to be verified by Asia Securities Sdn. Berhad. ("Scrutineers"), the appointed independent scrutineers. He further informed that voting on the resolutions could be done at any time throughout the meeting until the closure of the voting session and the result of the poll voting to be announced after the Scrutineer verified the poll results. The Poll Administrator was invited to explain the voting procedures through the RPV facility.

AS ORDINARY BUSINESS

4. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

The Chairman then presented the Group's Audited Financial Statements for the financial year ended 31 December 2022 to the meeting. He informed that under

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Deleum~18th AGM~ 23 May 2023

Section 340(1)(a) of the Companies Act 2016 ("the Act"), the audited financial statements were required to be laid before the meeting and did not require a resolution to be put to vote.

The Chairman declared that the Audited Financial Statements for the financial year ended 31 December 2022, had in accordance with the Act, been properly laid and received.

RESOLUTION 1:

5. RE-ELECTION OF DATUK VIVEKANANTHAN A/L M.V. NATHAN AS A DIRECTOR OF THE COMPANY IN ACCORDANCE WITH CLAUSE 88 OF THE CONSTITUTION OF THE COMPANY

The meeting proceeded with the next item on the agenda which was the re-election of Datuk Vivekananthan a/l M.V. Nathan as Director of the Company in accordance with Clause 88 of the Company's Constitution. The Chairman had shared that Datuk Vivekananthan a/l M.V. Nathan was eligible for re-election and had confirmed his willingness to be re-elected.

RESOLUTION 2:

6. RE-ELECTION OF DATUK MANHARLAL A/L RATILAL AS A DIRECTOR OF THE COMPANY IN ACCORDANCE WITH CLAUSE 88 OF THE CONSTITUTION OF THE COMPANY

The meeting proceeded with the next item on the agenda which was the re-election of Datuk Manharlal a/l Ratilal as Director of the Company in accordance with Clause 88 of the Company's Constitution. The Chairman shared that Datuk Manharlal a/l Ratilal, who was eligible for re-election had confirmed his willingness to be re- elected.

RESOLUTION 3:

7. RE-ELECTION OF TAN SRI DATO' SERI SHAMSUL AZHAR BIN ABBAS AS A DIRECTOR OF THE COMPANY IN ACCORDANCE WITH CLAUSE 86 OF THE CONSTITUTION OF THE COMPANY

The meeting proceeded with the next item on the agenda which was the re-election of Tan Sri Dato' Seri Shamsul Azhar bin Abbas as Director of the Company in accordance with Clause 86 of the Company's Constitution. The Chairman shared that Tan Sri Dato' Seri Shamsul Azhar bin Abbas, who was eligible for re-election had confirmed his willingness to be re-elected.

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Deleum~18th AGM~ 23 May 2023

RESOLUTION 4:

8. RE-ELECTION OF DATIN AISAH EDEN AS A DIRECTOR OF THE COMPANY IN ACCORDANCE WITH CLAUSE 86 OF THE CONSTITUTION OF THE COMPANY

The meeting proceeded with the next item on the agenda which was the re-election of Datin Aisah Eden as Director of the Company in accordance with Clause 86 of the Company's Constitution. The Chairman shared that Datin Aisah Eden, who was eligible for re-election had confirmed her willingness to be re-elected.

RESOLUTION 5:

9. DIRECTORS' FEES TO NON-EXECUTIVE DIRECTORS UP TO AN AMOUNT OF RM1,500,000

The meeting then proceeded with the next item on the agenda pertaining to the payment of Directors' fees to Non-Executive Directors up to an amount of RM1,500,000 from 24 May 2023 until the next AGM of the Company to be held in 2024.

RESOLUTION 6:

10. DIRECTORS' BENEFITS TO NON-EXECUTIVE DIRECTORS UP TO AN AMOUNT OF RM400,000

The meeting then proceeded with the next item on the agenda pertaining to the payment of Directors' benefits to Non-Executive Directors up to an amount of RM400,000 from 24 May 2023 until the next AGM of the Company to be held in 2024.

RESOLUTION 7:

11. RE-APPOINTMENT OF AUDITORS

The motion on the re-appointment of PricewaterhouseCoopers PLT as the Auditors of the Company until the conclusion of the next AGM and to authorise the Board of Directors to fix their remuneration was tabled. The Chairman informed that PricewaterhouseCoopers PLT had expressed their willingness to continue in office.

AS SPECIAL BUSINESS

RESOLUTION 8:

12. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 ("THE ACT")

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Deleum~18th AGM~ 23 May 2023

The Chairman informed that the passing of the proposed ordinary resolution 7 ("Proposed Resolution") would give authority to the Board of Directors to allot and issue ordinary shares not exceeding ten percent (10%) of the total number of issued shares of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit pursuant to Sections 75 and 76 of the Act. The Chairman further explained that there was no corporate exercise or event requiring an issue of shares under this proposed resolution at the point of time of reporting and the Proposed Resolution was tabled merely to facilitate any such occasions, when a need arises. Such authority shall continue to be in force until the conclusion of the next AGM of the Company.

RESOLUTIONS 9 AND 10:

13. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AS SET OUT IN THE CIRCULAR TO SHAREHOLDERS DATED 20 APRIL 2023

The meeting proceeded with the proposed ordinary resolutions 9 and 10 on the agenda in relation to the Proposed Shareholders' Mandate for the Company's subsidiaries to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature with certain related parties as set out in Sections 2.5(1) and 2.5(2) of the Company's Circular to Shareholders dated 20 April 2023. The full text of the proposed ordinary resolutions were set out in the Notice of Meeting and were taken as read.

RESOLUTION 11:

1. PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES IN THE COMPANY
   The meeting proceeded with the proposed ordinary resolution 11 on the agenda in relation to the Proposed Renewal of Share Buy-Back Authority of up to 10% of the total number of issued shares in the Company as set out in the Company's Circular to Shareholders dated 20 April 2023. The full text of the proposed ordinary resolutions were set out in the Notice of Meeting and were taken as read.
2. ANY OTHER BUSINESS
   The Chairman informed that no notice had been received to transact any other business at the Company's AGM.
3. PERFORMANCE REPORT
   The Chairman then invited the GCEO, Mr Ramanrao bin Abdullah to present the Group's financial highlights and business activities for the financial year 2022.

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