WCT : Notice of the 13th AGM

WCT Holdings Berhad

(Registration No. 201101002327(930464-M))

(Incorporated in Malaysia)

NOTICE OF THIRTEENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirteenth Annual General Meeting ("13th AGM") of WCT Holdings Berhad ("WCT" or "the Company") will be held virtually through live streaming from the broadcast venue at the Meeting Room, Level 3, Le Méridien Petaling Jaya, Paradigm, No. 1, Jalan SS7/26A, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia ("Broadcast Venue") on Thursday, 13 June 2024 at

10.00 a.m. for the following purposes:

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements of the Company for the financial year ended 31 December 2023 together with the Reports of the Directors and Auditors thereon.
2. To re-elect the following Directors who retire in accordance with Article 82 of the Company's Constitution and being eligible, have offered themselves for re-election:

(a)	Y. Bhg. Datuk Chow Ying Choon	Resolution 1
(b)	Y. Bhg. Tan Sri Marzuki Bin Mohd Noor	Resolution 2
(c)	Puan Rahana Binti Abdul Rashid	Resolution 3

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

remuneration.

Resolution 4

As Special Business

To consider and, if thought fit, to pass the following Ordinary Resolutions:

4. Payment of Directors' fees

	"THAT the Directors' fees for the period from 14 June 2024 until the next Annual General Meeting ("AGM") of the	Resolution 5
	Company to be held in 2025, be and is hereby approved for payment."
5.	Payment of Directors' benefits
	"THAT the Directors' benefits (excluding Directors' fees) for the period from 14 June 2024 until the next AGM of	Resolution 6
	the Company to be held in 2025, be and is hereby approved for payment."

6. Authority to Allot and Issue Shares pursuant to the Companies Act 2016 and Waiver of Pre-emptive Rights

"THAT, subject always to the Companies Act 2016 ("CA 2016"), the Constitution of the Company and the approvals of the relevant governmental/regulatory authorities (if any), the Directors of the Company be and are hereby empowered pursuant to Section 75 and 76 of the CA 2016, to allot and issue new shares in the Company, at any time, at such price, upon such terms and conditions, for such purposes and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this approval does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being AND THAT pursuant to Section 85 of the CA 2016 to be read together with Article 12 of the Constitution of the Company, approval be and is hereby given to waive the pre-emptive rights of the shareholders of the Company to be offered new shares of the Company ranking pari-passu in all respects with the existing ordinary shares arising from any issuance and allotment of shares pursuant to this approval.

AND THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities
Berhad for the listing of and quotation for the additional shares so issued AND FURTHER THAT such authority	Resolution 7
shall continue to be in force until the conclusion of the next Annual General Meeting of the Company."

7. Proposed Renewal of Existing Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Renewal of RRPT Mandate")

"THAT approval be and is hereby given to the Company and its subsidiaries ("WCT Group") to enter into and give effect to the recurrent related party transactions of a revenue or trading nature and with all classes of related parties as set out in Section 2, Part A of the Circular to Shareholders dated 26 April 2024 which are necessary for the Group's day-to-day operations, provided that:

1. the transactions are in the ordinary course of business and are carried out at arm's length basis on normal commercial terms of the WCT Group and on terms not more favourable to the related parties than those generally available to the public or third parties where applicable and not to the detriment of the minority shareholders of the Company; and
2. the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year based on the following information:
3. 1. the type of the recurrent related party transactions made; and
   2. the names of the related parties involved in the recurrent related party transactions made and their relationship with the WCT Group.

THAT such approval shall continue to be in force until:

1. the conclusion of the next Annual General Meeting ("AGM") of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; or
2. the expiration of the period within which the next AGM is required to be held pursuant to Section 340(2) of the Companies Act, 2016 ("Act") (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
3. revoked or varied by resolution passed by the shareholders of the Company in a general meeting; whichever is the earlier.
   AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated

and/or authorised by the Proposed Renewal of RRPT Mandate."

Resolution 8

8. Proposed Renewal of Share Buy-Back Authority

"THAT subject to the Companies Act, 2016 (the "Act"), rules, regulations and orders made pursuant to the Act (as may be amended, modified or re-enacted from time to time), the provisions of the Company's Constitution and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and approvals of any other relevant authority, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares in the Company ("Shares") as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:

1. the aggregate number of Shares which may be purchased by the Company shall not exceed ten percent (10%) of the total number of issued ordinary shares of the Company for the time being;
2. the maximum funds to be allocated by the Company for the purpose of purchasing the Shares shall not exceed the retained profits of the Company based on its audited financial statements for the financial year ended 31 December 2023;
3. the authority conferred by this resolution will commence immediately upon the passing of this ordinary resolution and will continue to be in force until:
4. 1. the conclusion of the next Annual General Meeting ("AGM") of the Company at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
   2. the expiration of the period within which the next AGM is required by law to be held; or
   3. revoked or varied by ordinary resolution passed by the shareholders in a general meeting;
      whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities; and
5. upon completion of each purchase of Shares by the Company, the Directors of the Company be and are hereby authorised to cancel the Shares so purchased or to retain the Shares so purchased as treasury shares which may be distributed as dividend to shareholders or resold on Bursa Securities or subsequently cancelled or to retain part of the Shares so purchased as treasury shares and cancel the remainder and/or to deal with the Shares in any other manner as may be allowed or prescribed by the Act or any other rules, regulations and/or orders made pursuant to the Act and the Main Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

	AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary
	or expedient to implement, finalise or to effect the purchase(s) of Shares with full powers to assent to any
	conditions, modifications, resolutions, variations and/or amendments (if any) as may be imposed by the relevant
	authorities and to do all such acts and things as the Directors may deem fit	and expedient in the best interest of
	the Company in relation to such purchase(s) of Shares."	Resolution 9
9.	To transact any other business of which due notice shall have been given.

By Order of the Board

LOH CHEE MUN

(SSM PC No.: 201908002041/MAICSA 7025198)

CHONG KIAN FAH

(SSM PC No.: 201908003381/MIA 17238) Company Secretaries

Selangor Darul Ehsan 26 April 2024

NOTES:

1. VIRTUAL ANNUAL GENERAL MEETING

1. The Company's 13th AGM will be held as a fully virtual meeting where shareholders are only allowed to participate remotely via live streaming and online voting using Remote Participation and Electronic Voting ("RPEV") facilities which are available at https://meeting. boardroomlimited.my(Domain Registration No. with MYNIC - D6A357657).
   Please follow the procedures provided in the Administrative Details for the 13th AGM, which is available at this link https://www.wct.com.my/13thAGM/, in order to register, participate and vote at the 13th AGM of the Company remotely via the RPEV facilities.
2. Shareholders who have duly registered online to participate in the 13th AGM via the RPEV facilities would be able to exercise their rights to participate (including to pose questions to the Company) and vote at the 13th AGM of the Company remotely. Shareholders may use the query box facility to submit questions in real time during the 13th AGM or e-mail questions to [e-mail] to the meeting.
3. The Broadcast Venue of the 13th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act, 2016 ("the Act") which requires the Chairman of the meeting to be present at the main venue. No shareholder/proxy from the public shall be physically present at the Broadcast Venue.

1. PROXY

1. A member entitled to attend and vote at the meeting may appoint not more than two (2) proxies to attend and vote using RPEV facilities, on his/her behalf and such proxy may but need not be a member of the Company.
2. In the case of a member who is an Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit as to the number of proxies it may appoint.
3. If a member entitled to attend and vote at the meeting is not able to personally participate in the 13th AGM via the RPEV facilities, such member may appoint a proxy or the Chairman of the Meeting as his/her proxy to participate and vote at the fully virtual 13th AGM shall indicate his/her voting instructions in the instrument appointing a proxy.
4. Where a member appoints two (2) proxies or where an Exempt Authorised Nominee appoints two (2) or more proxies, the appointment shall only be valid if the proportion of shareholdings to be represented by each proxy is clearly specified in the instrument appointing the proxies.
5. The instrument appointing a proxy shall be in writing under the hand of the member or of his/her attorney duly authorised in writing or if the member is a corporation, shall be executed either under its common seal or under the hand of the authorised officer or of its attorney duly authorised in writing.
6. The instrument appointing a proxy must either be deposited at the Poll Administrator office of the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan or submitted electronically via the BoardRoom Smart Investor Portal at https://investor.boardroomlimited.combefore 10.00 a.m. on 12 June 2024. Please refer to the procedures provided in the Administrative Details for further information on the submission of proxy form electronically.
7. All resolutions set out in this Notice will be put to vote by poll pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities").

1. AUDITED FINANCIAL STATEMENTS FOR FINANCIAL YEAR ENDED 31 DECEMBER 2023
   The audited financial statements are for discussion only under Agenda 1, as they do not require shareholders' approval under the provisions of Section 340(1)(a) of the Act. Hence, this Agenda 1 is not put forward for voting.
2. EXPLANATORY NOTES Resolutions 1, 2 and 3

The Board, on the recommendation of the Nomination and Remuneration Committee ("NRC"), supported the re-election of the retiring Directors. The Board and NRC has reviewed the performance of the retiring Directors via an annual assessment including the independence assessment of Independent Directors for the financial year ended 31 December 2023 and were satisfied with the performance and contribution of the retiring Directors that they had effectively discharged their duties and responsibilities. The retiring Directors also have met the fit and proper criteria as set out in the Company's Directors' Fit and Proper Policy.

The retiring Directors do not hold any shares in the Company and their profile are set out in the Profile of Directors of the Company's Annual Report 2023.

Resolutions 5 and 6

The proposed Ordinary Resolutions 5 and 6, if passed, will facilitate the payment of Directors' fees and benefits payable/provided to the Directors of the Company and its subsidiaries for the period commencing from 14 June 2024 until the next AGM of the Company to be held in 2025, in accordance with the payment schedule as set out below:

	The Company	Subsidiary Company
		Non-Executive
	Executive Director	Director	Director
Director's Fee (per month)	RM1,000	RM7,000	RM1,000
Board Meeting Attendance Fee	-	RM1,000	-
(per meeting attended)
Board Committee Meeting Attendance Fee	-	RM2,000 (Chairman)	-
(per meeting attended)		RM1,000 (Member)
Special and Other Committee Meeting Attendance Fee	-	RM2,000 (Chairman)	-
(per meeting attended)		RM1,000 (Member)

The Directors' benefits (excluding Directors' fees) payable/provided to Non-Executive Directors of the Company comprise meeting attendance fees and benefit-in-kind such as insurance coverage pursuant to the Group's Personal Insurance & Group Hospitalization Scheme, Directors' and Officers' Liability Insurance as well as other claimable expenses incurred in the course of carrying out their duties.

The abovementioned Director's fees and benefits which are subject to the approval of the shareholders of the Company at the 13th AGM pursuant to Section 230(1) of the Act, do not include salaries, benefits and emoluments of the Executive Directors of the Company and the directors of the Company's subsidiary companies which they receive by virtue of and pursuant to their contracts of service or employment.

Payment of Directors' fees and benefits to the Directors of the Company will be made by the Company and its subsidiaries monthly in arrears and/or as and when incurred, if the proposed Resolutions 5 and 6 are passed at the 13th AGM. The Board is of the view that it is just and equitable for the Directors to be paid the Directors' fees and benefits on such basis, after they have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout the current period.

The breakdown of the detailed Directors' remuneration for the financial year ended 31 December 2023 is disclosed in the Corporate Governance ("CG") Overview Statement of the Company's Annual Report 2023 and the CG Report, which are available at the website of the Company and Bursa Securities.

Resolution 7

The proposed Ordinary Resolution 7, if passed, will empower the Directors to allot shares in the Company up to an amount not exceeding 10% of the total number of issued shares of the Company for the time being, for any possible fund raising activities, including but not limited to placement of shares, for the purposes of funding future investment projects, working capital, acquisition and/or so forth. This approval is a renewal of general mandate and is sought to provide flexibility and avoid any delay and cost in convening a general meeting for such allotment of shares. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. As at to-date, no new ordinary shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM of the Company held on 15 June 2023.

The proposed Ordinary Resolution 7 is also seeking the shareholders' waiver of their pre-emptive right under Section 85 of the Act and to allow the Directors to allot and issue new shares without first offering the new shares to the existing shareholders of the company pursuant to this general mandate.

Resolution 8

The proposed Ordinary Resolution 8, if passed, will enable the WCT Group to enter into any of the recurrent related party transactions of a revenue or trading nature set out in Part A of the Circular to Shareholders of the Company dated 26 April 2024 which are necessary for the Group's day-to-day operations. This authority, unless revoked or varied by resolution passed by the shareholders of the Company at a general meeting, will expire at the conclusion of the next AGM, or the expiration of the period within which the next AGM is required by law to be held, whichever is the earliest.

Resolution 9

The proposed Ordinary Resolution 9, if passed, is to give authority to the Company to purchase its own shares for up to 10% of the Company's total number of issued shares at any time within the time period stipulated in the Main Market Listing Requirements of Bursa Securities. Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-back Authority as set out in Part B of the Circular to Shareholders dated 26 April 2024.

1. STATEMENT ACCOMPANYING NOTICE OF 13TH AGM
   (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Securities)
2. • Details of individuals who are standing for election as Directors (excluding Directors standing for a re-election)
     There are no individuals who are standing for election as Directors at the forthcoming 13th AGM of the Company, other than the Directors who are standing for re-election pursuant to Resolutions No. 1, 2 and 3 of the Notice of this meeting.
   • Statement relating to general mandate for issue of securities in accordance with Paragraph 6.03(3) of the Main Market Listing Requirements of Bursa Securities
     Details of the general mandate to issue securities in the Company pursuant to Section 75 and 76 of the Act are set out in Explanatory Note for Resolution 7 of the Notice of this meeting.
3. GENERAL MEETING RECORD OF DEPOSITORS
   For the purpose of determining a member's eligibility to attend and vote at the 13th AGM, the Company will obtain a General Meeting Record of Depositors as at 7 June 2024 from Bursa Malaysia Depository Sdn Bhd in accordance with Article 57(3) of the Company's Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991. Only depositors whose names appear therein shall be entitled to attend in person or appoint proxy to attend and/or vote on their behalf via RPEV facilities, at the 13th AGM of the Company.

A copy of the Annual Report 2023, Circular to Shareholders, Notice of 13th AGM, Proxy Form,

Administrative Details and Request Form are available for download at this link https://www.wct.com.my/13thAGM/