Scanwolf : Minutes of 16th AGM

SCANWOLF CORPORATION BERHAD

(200601021156) (740909-T)

(Incorporated in Malaysia)

Minutes of the Sixteenth Annual General Meeting ("16th AGM") of the Company held at Jasper Room (Level G), AVANTE Hotel, No. 1, Persiaran Bandar Utama, Bandar Utama, 47800 Petaling Jaya, Selangor, Malaysia on Tuesday, 29 November 2022 at 10.30 a.m.

Present : Tan Sri Dato' Sri Haji Syed Zainal Abidin	-	Independent Non- Executive
Bin Syed Mohamed Tahir		Chairman
Dato' Dr. Chew Chen Yee	-	Non-IndependentNon-Executive
		Deputy Chairman
Dato' Tan Sin Keat	-	Executive Director
Mr. Ng Chee Wai	-	Executive Director
Dato' Cheong Chen Khan	-	Non-IndependentNon-Executive
		Director
Mr. Khoo Kien Hoe	-	Independent Non- Executive
		Director
Mr. Ow Kee Teik	-	Independent Non- Executive
		Director
Mr. Lim Kian Huat	-	Independent Non- Executive
		Director
Others as per attendance lists

CHAIRMAN

The Chairman welcomed the members and attendees to the Company's Sixteenth Annual General Meeting and introduced the Board members and the Secretary to the shareholders.

NOTICE

The notice convening the meeting, having been circulated earlier to all members of the Company and advertised in New Straits Times within the prescribed period, was taken as read.

QUORUM

Upon the confirmation of the presence of the requisite quorum pursuant to the Constitution of the Company, the Chairman called the meeting to order at 10.30 a.m.

ANNOUNCEMENT ON ADMINISTATIVE MATTERS

The Chairman informed that pursuant to Paragraph Requirements of Bursa Malaysia Securities Berhad, all general meeting must be voted by poll.

8.29A of the Main Market Listing resolutions set out in the notice of a

Pursuant to the Constitution of the Company, the Chairman declared that Resolutions 1 to 7 in the Notice of 16th AGM shall be voted by poll. The poll would be conducted after all items on the agenda have been dealt with.

The poll administrator was Tricor Investor & Issuing House Services Sdn. Bhd. ("Poll Administrator") and the independent scrutineer was Asia Securities Sdn. Bhd. ("Scrutineer").

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1. AUDITED FINANCIAL STATEMENTS JUNE 2022 ("AFS 2022") TOGETHER REPORTS THEREON

FOR THE FINANCIAL YEAR ENDED 30 WITH THE DIRECTORS' AND AUDITORS'

The Chairman informed that the AFS 2022 together with the Directors' and Auditors' reports thereon was meant for discussion only as the Companies Act 2016 did not require a formal approval of the shareholders for the AFS 2022. Therefore, the item was not put forward for voting.

There being no questions raised, the Chairman declared the AFS 2022 together with the Directors' and Auditors' reports thereon received.

1. ORDINARY RESOLUTION 1
   RE-ELECTION OF MR. KHOO KIEN HOE WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 95 OF THE COMPANY'S CONSTITUTION
   The Chairman proceeded to Ordinary Resolution 1 which was on the re-election of Mr. Khoo Kien Hoe. He put the following motion to the meeting for consideration:
   "THAT Mr. Khoo Kien Hoe, retiring pursuant to Clause 95 of the Company's Constitution and being eligible, be re-elected Director of the Company."
2. ORDINARY RESOLUTION 2
   RE-ELECTION OF MR. NG CHEE WAI WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 95 OF THE COMPANY'S CONSTITUTION
   The Chairman moved on to Ordinary Resolution 2 which was on the re-election of Mr. Ng Chee Wai. He put the following motion to the meeting for consideration:
   "THAT Mr. Ng Chee Wai, retiring pursuant to Clause 95 of the Company's Constitution and being eligible, be re-elected Director of the Company."
3. ORDINARY RESOLUTION 3
   RE-ELECTION OF DATO' DR. CHEW CHEN YEE WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 102 OF THE COMPANY'S CONSTITUTION
   The Chairman proceeded to Ordinary Resolution 3 which was on the re-election of Mr. Dato' Dr. Chew Chen Yee. He put the following motion to the meeting for consideration:
   "THAT Dato' Dr. Chew Chen Yee, retiring pursuant to Clause 102 of the Company's
   Constitution and being eligible, be re-elected Director of the Company."
4. ORDINARY RESOLUTION 4
   RE-ELECTION OF MR. LIM KIAN HUAT WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 102 OF THE COMPANY'S CONSTITUTION

SCANWOLF CORPORATION BERHAD (200601021156) (740909-T)

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The Chairman moved on to Ordinary Resolution 4 which was on the re-election of Mr. Lim Kian Huat. He put the following motion to the meeting for consideration:

"THAT Mr. Lim Kian Huat, retiring pursuant to Clause 102 of the Company's Constitution and being eligible, be re-elected Director of the Company."

1. ORDINARY RESOLUTION 5
   PAYMENT OF DIRECTORS' FEES AND BENEFITS AMOUNTING TO RM384,000.00
   FOR THE FINANCIAL YEAR ENDING 30 JUNE 2023
   The Chairman proceeded to Ordinary Resolution 5 on the payment of Directors' fees and benefits amounting to RM384,000.00 for the financial year ending 30 June 2023.
   He put the following motion to the meeting for consideration:
   "THAT the payment of Directors' fees and benefits amounting to RM384,000.00 for the financial year ending 30 June 2023 be approved."
2. ORDINARY RESOLUTION 6
   RE-APPOINTMENT OF MESSRS. PKF AS AUDITORS OF THE COMPANY
   The Chairman moved on to Ordinary Resolution 6 on the re-appointment of Auditors. The Chairman put the following motion to the meeting for consideration:
   "THAT Messrs. PKF be hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next
   Annual General Meeting."
3. ORDINARY RESOLUTION 7
   AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT OF THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   The Chairman moved on to Ordinary Resolution 7 on the authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act 2016.
   The Chairman put the following motion to the meeting for consideration:
   "THAT pursuant to Sections 75 and 76 of the Companies Act 2016, Main Market Listing
   Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") and the approval of the relevant regulatory authorities, where such approval is required, the Directors of the Company be and are hereby authorised to issue and allot shares in the capital of the Company, grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer ("New Shares") from time to time, at such price, to such persons and for such purposes and upon such terms and conditions as the Directors may in their absolute discretion deem fit, provided that the aggregate number of such New Shares to be issued, to be subscribed under any rights granted,

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to be issued from conversion of any security, or to be issued and allotted under an agreement or option or offer, pursuant to this resolution, when aggregated with the total number of any such New Shares issued during the preceding 12 months does not exceed 10% of the total number of issued shares (excluding any treasury shares) of the Company for the time being ("Proposed General Mandate").

THAT such approval on the Proposed General Mandate shall continue to be in force until:-

1. 1. the conclusion of the next Annual General Meeting ("AGM") of the Company held after the approval was given;
2. the expiration of the period within which the next AGM of the Company is required to be held after the approval was given; or
3. revoked or varied by resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier.

THAT pursuant to Section 85 of the Companies Act, read together Clause 57 of the Constitution of the Company, approval be and is given to waive the statutory preemptive rights of the shareholders of the Company to be offered new shares ranking equally to the existing issued shares of the Company arising from issuance of New Shares pursuant to the Proposed General Mandate.

THAT the Directors of the Company be and are hereby also empowered to obtain the approval from Bursa Securities for the listing of and quotation for such New Shares on the Main Market of Bursa Securities.

THAT authority be and is hereby given to the Directors of the Company, to give effect to the Proposed General Mandate with full powers to assent to any conditions, modifications, variations and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities.

AND FURTHER THAT the Directors of the Company, be and are hereby authorised to implement, finalise, complete and take all necessary steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the Proposed General Mandate."

REPLY TO THE LETTER FROM MINORITY SHAREHOLDERS WATCH GROUP

The Chairman informed that the Company received a letter from the Minority Shareholders Watch Group ("MSWG") on 16 November 2022, which raised a few questions on the Company's Operational, Financial and Corporate Governance Matters.

The Company's responses, which were presented on the screen at the AGM, is attached hereto as "Appendix A".

Ms. Lim Cian Yai, the representative of the MSWG, raised a question on the current flooring

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division's utilisation rate as the Company had undertaken some expansion activities recently and the capacity had reached 1.6 million square meters.

Mr. Ng Chee Wai replied that the expansion activities in 2022 were only on the SPC flooring production line due to the acquisition of the Luxury Vinyl Tile ("LVT") machine in 2021.

He informed that the new capacity of the SPC flooring production line had not commenced. However, the Company expected LVT to achieve higher sales in the first and second quarters of 2023 as the rebranding exercise was launched 6 months ago.

Ms. Lim Cian Yai understood that the amount of the receivables due from the subsidiaries relied on the property sales and the sales of flooring products and enquired about the outlook of the Company's property sales and the factors that drive the demand for flooring products.

Mr. Ng Chee Wai responded that the Company had approximately RM4 million to RM5 million of unbilled property sales to date, which were not captured in the financial statements for the financial year ended 30 June 2022. The Company had also engaged with the agencies to monitor the Company's assets. He informed that Management had seen positive momentum and therefore forecasted that the property sales will be able to repay some of the advances in the fourth quarter of 2023.

On the flooring division, Mr. Ng Chee Wai informed that the Company had tendered for jobs worth RM55 million as of October 2022. This had enhanced, the Company's confidence in repaying the advances. He informed that the flooring division was focused on the four areas of sales strategies, i.e business-to-consumer ("B2C"), business-to-business ("B2B"), business-to- project ("B2P"), and export.

To the Company's reply to the MSWG's questions on Corporate Governance Matters Q1(a) (Appendix A), Ms. Lim Cian Yai's further enquired about the highest weighting criterion considered by the Share Issuance Scheme ("SIS") Committee in determining the eligibility and allocation of SIS Options to the two Executive Directors.

Mr. Ng Chee Wai responded that the highest weighting criterion considered by the SIS Committee was seniority, followed by experience.

Ms. Lim Cian Yai continued to enquire on whether any other employees had been offered the SIS Options and the proportion of such options as compared with the Directors.

Mr. Ng Chee Wai replied that not more than 70% of the SIS would be allocated Directors and Senior Management, as stipulated under the By-Laws.

To Ms. Lim Cian Yai 's enquiry on whether the Company had any other SIS Options plans to be granted, Mr. Ng Chee Wai replied in the negative.