Parkwood Berhad : PARKWD-51st AGM Minutes

PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

(Incorporated in Malaysia)

MINUTES OF THE FIFTY-FIRST ANNUAL GENERAL MEETING ("51ST AGM") OF THE COMPANY CONDUCTED VIRTUALLY AT THE BROADCAST VENUE AT LEVEL 3, MENARA LGB, NO.1, JALAN WAN KADIR, TAMAN TUN DR. ISMAIL, 60000 KUALA LUMPUR ON THURSDAY, 16 JUNE 2022 AT 11.00 A.M.

PRESENT

:

As per Attendance List

1. CHAIRMAN
   Dato' Ghazali Bin Mat Ariff ("Dato' Chairman"), the Chairman of the Company, welcomed everyone who participate in the Virtual Meeting.
   The Chairman informed the members that the convening of the Virtual Meeting was in compliance with Section 327 of the Companies Act 2016 which stipulates that the Chairman shall be at the main venue of the AGM, and also in accordance with Clause 77 of the Company's Constitution which allows the AGM to be held at more than one venue using any instantaneous telecommunication device that allows Members to participate in the meeting.
   The Company was guided by the Revised Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers from the Securities Commission Malaysia dated 7 April 2022 to conduct the virtual 51st AGM during the "Transition to Endemic" period. The virtual 51st AGM conducted online from a Broadcast Venue, where only essential individuals were physically present to conduct the virtual AGM. All shareholders participate via the online meeting platform https://meeting.boardroomlimited.myprovided by Boardroom Share Registrars Sdn. Bhd. and deemed to be held where the Chairman of the Meeting was in Kuala Lumpur, Malaysia.
   Dato' Chairman introduced to the members, the Board members, the Secretary, the key senior management, the representative from the External Auditors, Crowe Malaysia PLT, the representatives from Boardroom Share Registrars Sdn Bhd as Poll Administrator and the representatives from SKY Corporate Services Sdn Bhd as Scrutineers, who participated at the Meeting.
   Dato' Chairman also extended a warm welcome to Encik Norhisam, the representative from the Minority Shareholders Watch Group ("MSWG") who joined the Meeting remotely.
2. QUORUM
   The requisite quorum being present pursuant to Clause 79 of the Company's Constitution, Dato' Chairman declared the Meeting duly convened at 11.00 a.m.
3. NOTICE OF MEETING
   The Notice convening the Meeting, having been previously circulated to all members within the prescribed period and advertised in the New Straits Times on 29 April 2022 were taken as read.

PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 51st AGM held on 16 June 2022 [Cont'd]

4. PROCEDURES FOR MEETING

Before Dato' Chairman proceeded with the items on the Agenda, he explained to the shareholders the procedures to be adhered to in tabling and approving the resolutions at the Virtual Meeting.

Dato' Chairman informed the Meeting that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the notice of general meetings would be voted by poll and at least one (1) Scrutineer has to be appointed to validate the votes cast at the Meeting.

Dato' Chairman then announced that Boardroom Share Registrars Sdn Bhd as Poll Administrator to conduct the voting by way of electronic polling ("e-polling") using Remote Participation and Electronic Voting ("RPEV") facilities, and SKY Corporate Services Sdn. Bhd. has been appointed as the Independent Scrutineers to verify and validate the poll results.

Dato' Chairman invited the Poll Administrator to present a short video on the e- polling procedure and on how to participate in the Meeting, including posting questions and vote through the RPEV facilities

[A short video presentation by the Poll Administrator.]

Dato' Chairman informed that the Company has taken its best efforts to ensure a smooth live streaming, however, the quality of the broadcast is dependent on the participants' own internet bandwidth connection and stability. No photocopying or any form of video recording is allowed for the live stream meeting.

Dato' Chairman further informed that the e-Polling for all 8 resolutions would be opened as the Meeting started with first item of the Agenda until the announcement of closure of e-polling. All shareholders and proxies may raise questions in real time by transmitting their question via the messaging chat box.

Dato' Chairman clarified that for orderly conduct of the proceedings, the Question-and-Answer session would be conducted after dealing with all the business of the Meeting.

Dato' Chairman further clarified that for the benefit of the members present, he has been appointed to act as proxy for a few shareholders and he would vote in accordance with the instructions given.

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PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 51st AGM held on 16 June 2022 [Cont'd]

1. AUDITED FINANCIAL STATEMENTS TOGETHER WITH DIRECTORS' AND AUDITORS'
   REPORT
   The Audited Financial Statements for the financial year ended 31 December 2021 together with the Directors' and Auditors' Reports thereon, which had been previously circulated to all shareholders, were tabled at the Meeting for discussion.
   Dato' Chairman announced that the e-polling session has been opened. Shareholders and proxies may cast their votes for all 8 resolutions throughout the Meeting proceeding or may also choose to vote after the Question-and-Answer session.
   Dato' Chairman informed the Meeting that pursuant to the provision of Section 340(1)(a) of the Companies Act 2016, no formal approval was required from the shareholders for the Audited Financial Statements. Therefore, the Audited Financial Statements tabled was meant for discussion only and not put forward for voting.
   Dato' Chairman then put on record that the Audited Financial Statements of the Company laid at the Meeting have been duly received by the shareholders and proxies at the Meeting.
2. DIRECTORS' FEES
   Dato' Chairman informed that second item on the Agenda of the Meeting was to approve the payment of Directors' fees amounting to RM96,000.00 in respect of the financial year ended 31 December 2021.
   Dato' Chairman further informed that pursuant to the best practices recommended under the Malaysian Code on Corporate Governance ("MCCG") 2021, the interested Directors who are also shareholders of the Company would abstain from voting on Ordinary Resolution 1.
3. DIRECTORS' BENEFITS (OTHER THAN DIRECTORS' FEES)
   Dato' Chairman informed that third item on the Agenda of the Meeting was to approve the payment of Directors' benefits (other than Directors' fees) amounting to RM94,200.00 for the period from 17 June 2022 until the next Annual General Meeting of the Company.

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PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 51st AGM held on 16 June 2022 [Cont'd]

1. RE-ELECTIONOF DIRECTORS WHO RETIRED BY ROTATION PURSUANT TO CLAUSE 123
   OF THE COMPANY'S CONSTITUTION
   Dato' Chairman informed the shareholders that Ordinary Resolution 3 was on the re-election of Mr. Lim Chin Sean ("Mr. Sean Lim"), who would be retiring by rotation pursuant to Clause 123 of the Company's Constitution, and being eligible, had offered himself for re-election to the Board. Mr. Sean Lim's profile was set out under the Profile of Directors on page 6 of the 2021 Annual Report.
   Dato' Chairman also informed the shareholders that Ordinary Resolution 4 was on the re-election of himself. He then handed over the Chairmanship to Datuk Hew, to chair this segment of the Meeting.
   Datuk Hew informed the shareholders that the Ordinary Resolution 4 was on the re- election of Dato' Ghazali Bin Mat Ariff ("Dato Ghazali"), who would be retiring by rotation pursuant to Clause 123 of the Company's Constitution, and being eligible, had offered himself for re-election to the Board. The details of Dato' Ghazali was set out under the Profile of Directors on page 4 of the 2021 Annual Report.
   Datuk Hew then handed over the chairmanship back to Dato' Chairman to continue with the remaining items on the Agenda of the Meeting.
2. RE-APPOINTMENTOF AUDITORS
   Dato' Chairman informed the shareholders that the Ordinary Resolution 5 was on re-appointment of Crowe Malaysia PLT as the Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.
   Dato' Chairman further informed that the retiring auditors, Crowe Malaysia PLT, had expressed their willingness to continue in office for the ensuing year ending 31 December 2022.
   As all items under Ordinary Business have been dealt with, Dato' Chairman then proceeded to deal with the items under Special Business.
3. AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE SHARES IN THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   Dato' Chairman informed the shareholders that the first item under Special Business of the Meeting was to approve Ordinary Resolution 6 that will confer authority to the Directors to allot and issue new shares not exceeding 10% of the total issued shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016. This shareholders' mandate, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM of the Company.

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PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 51st AGM held on 16 June 2022 [Cont'd]

11. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR

Dato' Chairman informed the shareholders that Ordinary Resolution 7 was on the retention of Tuan Haji Fauzi as an Independent Non-Executive Director.

The shareholders were informed that Tuan Haji Fauzi was appointed on 18 November 1993 and re-designated as Independent Director on 4 January 2000. He has served as an Independent Non-Executive Director of the Company for a cumulative term of twenty-two (22) years.

Dato' Chairman further informed that pursuant to the MCCG 2021, shareholders' approval would be sought through a two-tier voting process for the retention of Tuan Haji Fauzi to continue to serve on the Board as an Independent Director after nine (9) years and shareholders' votes will be cast in the following manner at the Meeting:

• Tier 1: Only the Large Shareholder of the Company to vote; and
• Tier 2: Shareholders other than Large Shareholder to vote.

Dato' Chairman informed that Ordinary Resolution 8 was related to the retention of himself as an Independent Non-Executive Director of the Company. He then handed over the Chairmanship to Datuk Hew again to chair the segment of the Meeting.

Datuk Hew informed the shareholders that the Ordinary Resolution 8 was on the retention of Dato' Ghazali Bin Mat Ariff ("Dato' Ghazali") as an Independent Non- Executive Director of the Company.

The shareholders were informed that Dato' Ghazali was appointed on 9 December 2003 and re-designated as Independent Director on 26 August 2011. He has served as an Independent Non-Executive Director for a cumulative term of ten (10) years.

Datuk Hew further informed as recommended by the MCCG 2021, the Company would also seek for shareholders' approval through a two-tier voting process for the retention of Dato' Ghazali to continue to serve on the Board as an Independent Director after nine (9) years at this AGM and shareholders' votes would be cast in the following manner at the Meeting:

• Tier 1: Only the Large Shareholder of the Company to vote; and
• Tier 2: Shareholders other than Large Shareholder to vote.

Datuk Hew then handed over the chairmanship back to Dato' Chairman to continue with the remaining items on the Agenda of the Meeting.

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