Parkwood : PARKWD-52nd AGM Minutes

PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

(Incorporated in Malaysia)

MINUTES OF THE FIFTY-SECOND ANNUAL GENERAL MEETING ("52ND AGM") OF THE COMPANY HELD AT LEVEL 3, MENARA LGB, NO.1, JALAN WAN KADIR, TAMAN TUN DR. ISMAIL, 60000 KUALA LUMPUR ON WEDNESDAY, 14 JUNE 2023 AT 11.00 A.M.

PRESENT

:

As per Attendance Lists

1. CHAIRMAN
   Dato' Ghazali Bin Mat Ariff ("Dato' Chairman"), the Chairman of the Company, welcomed everyone who participated in the Meeting.
   The Chairman informed the members that the convening of the 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.
   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").
2. QUORUM
   A quorum was present represented by 28 members present in person and 15 members present by proxies.
   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 16 May 2023 were taken as read.
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 Meeting.

PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 52nd AGM held on 14 June 2023 [Cont'd]

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, and SKY Corporate Services Sdn. Bhd. has been appointed as the Independent Scrutineer to verify and validate the poll results.

Dato' Chairman invited the Secretary to brief the polling procedures. The Secretary briefed the members of the polling procedures.

Dato' Chairman clarified that for orderly conduct of the proceedings, the Questions-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.

1. AUDITED FINANCIAL STATEMENTS TOGETHER WITH DIRECTORS' AND AUDITORS' REPORT
   The Audited Financial Statements for the financial year ended 31 December 2022 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 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 RM104,975.00 in respect of the financial year ended 31 December 2022.

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

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PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 52nd AGM held on 14 June 2023 [Cont'd]

Company would abstain from voting on Ordinary Resolution 1.

1. DIRECTORS' BENEFITS (OTHER THAN DIRECTORS' FEES)
   Dato' Chairman informed that Ordinary Resolution 2 on the Agenda of the Meeting was to approve the payment of Directors' benefits (other than Directors' fees) amounting to RM39,400.00 for the period from 17 June 2022 until the conclusion of the 52nd AGM of the Company.
   Dato' Chairman informed the shareholders that Ordinary Resolution 3 on the Agenda of the Meeting was to approve the payment of Directors' benefits (other than Directors' fees) up to an amount of RM154,100.00 for the period from 15 June 2023 until the next Annual General Meeting of the Company.
   The calculation of the Directors' benefits was based on the estimated number of scheduled and/or Special Board and Board Committees' meetings and on the assumption that all the Directors would remain in office until the next AGM.
   Pursuant to the best practices recommended under the Malaysian Code on Corporate Governance 2021, the interested Directors who were also shareholders of the Company would abstain from voting on the resolutions.
2. RE-ELECTIONOF DIRECTORS WHO RETIRED BY ROTATION PURSUANT TO CLAUSE 123 OF
   THE COMPANY'S CONSTITUTION

Dato' Chairman informed the shareholders that Ordinary Resolution 4 was on the re-election of Dato' Ronnie Lim Yew Boon, 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. Dato' Ronnie Lim's profile was set out under the Profile of Directors on page 6 of the Annual Report 2022.

Dato' Chairman also informed the shareholders that Ordinary Resolution 5 was on the re-election of Datuk Hew Lee Lam Sang ("Datuk Hew Lee"), 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. Datuk Hew Lee's profile was set out under the Profile of Directors on page 4 of the Annual Report 2022.

9. RE-ELECTION OF DIRECTORS WHO RETIRED PURSUANT TO CLAUSE 121 OF THE COMPANY'S CONSTITUTION

Dato' Chairman informed the shareholders that the Ordinary Resolution 6 was on the re-election of Ms. Irene Kam Sok Khuan, who would be retiring pursuant to Clause 121 of the Company's Constitution, and being eligible, had offered herself for re-election to the Board. Ms. Irene Kam's profile was set out under the Profile of Directors on page 5 of the Annual Report 2022.

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PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 52nd AGM held on 14 June 2023 [Cont'd]

1. RE-APPOINTMENTOF AUDITORS
   Dato' Chairman informed the shareholders that the Ordinary Resolution 7 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 2023.
   As all items under Ordinary Business have been dealt with, Dato' Chairman then proceeded to deal with the items under Special Business.
2. 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 8 that to seek a general mandate from the shareholders for the Directors to allot and issue new shares not exceeding 10% of the total number of issued shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016.
   The 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.
3. PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING IN NATURE ("PROPOSED NEW SHAREHOLDERS' MANDATE")
   Dato' Chairman informed the shareholders that Ordinary Resolution 9 was on the proposed new shareholders' mandate for recurrent related party transaction of a revenue or trading in nature.
   Dato' Chairman informed the shareholders that the Circular to Shareholders dated 16 May 2023 containing the necessary information on the Proposed Shareholders'
   Mandate had been circulated to shareholders.
   Dato' Chairman then informed the Proposed New Shareholders' Mandate sought at this AGM, if approved, will expire at the conclusion of the next AGM of the Company. The Audit and Risk Management Committee members supported the resolution as benefits would accrue to the Group. The Corporate Representatives of Telaxis Sdn Bhd and Dato' Lim Chee Meng are interested parties, they would abstain from voting on the resolution.

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PARKWOOD HOLDINGS BERHAD

Registration No. 196901000692 (9118-M)

Minutes of the 52nd AGM held on 14 June 2023 [Cont'd]

13. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR

Dato' Chairman informed the shareholders that Ordinary Resolution 10 was on the retention of himself as an Independent Non-Executive Director. 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 10 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 plus. Dato' Ghazali's profile was set out under the Profile of Directors on page 4 of the Annual Report 2022.

Datuk Hew further informed as recommended by the MCCG 2021, the Company would 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 ten (10) years plus at the 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 informed that for avoidance of doubt on the two-tier voting, the result for each tier would be generated by Boardroom Share Registrars Sdn Bhd once the shareholders/proxies have cast their votes.

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

14. ANY OTHER BUSINESS

Dato' Chairman then moved to the last item on the agenda, which was to transact any other business of the Company for which due notice shall have been given.

Following confirmation from the Secretary that she has not received any such notice, Dato' Chairman then opened the floor for questions.

Dato' Chairman informed shareholders that the Minority Shareholders Watch Group ("MSWG") had, via its letter dated 18 May 2023 addressed to the Chairman and Board of Directors of the Company, raised some questions or points with regards to the operational and financial matters.

Mr. Chan Keen Wai, the Chief Operating Officer of the Company presented the questions raised by the MSWG and Management's responses at the Meeting.

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