Wellcall : MINUTES OF THE SEVENTEENTH ANNUAL GENERAL MEETING (“17TH AGM”)

WELLCALL HOLDINGS BERHAD [Registration No. 200501025213 (707346-W)]

(Incorporated in Malaysia)

MINUTES OF THE SEVENTEENTH ANNUAL GENERAL MEETING ("17TH AGM") OF WELLCALL HOLDINGS BERHAD ("THE COMPANY") HELD FULLY VIRTUAL THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT LEVEL 43A, MYEG TOWER, EMPIRE CITY, NO. 8, JALAN DAMANSARA PJU 8, 47820 PETALING JAYA, SELANGOR, MALAYSIA ("BROADCAST VENUE") ON FRIDAY, 24 FEBRUARY 2023 AT 10.00 A.M..

DIRECTORS PRESENT AT BROADCAST VENUE

: Datuk Ng Peng Hong @ Ng Peng Hay,

D.M.S.M., D.S.M., P.J.K. (Chairman)

Mr. Huang Sha, P.M.P.

Mr. Tan Kang Seng Ms. Huang Yu Fen Mr. Goh Hoon Leum Datuk Yong Peng Tak

Puan Azian Binti Mohd Yusof Mr. Chin Yoke Wah

Mr. Huang Kai Lin (Alternate Director to Huang Sha)

Mr. Chua Yi Rong, Edmund (Cai Yirong,Edmund) [Alternate Director to Tan Kang Seng]

SECRETARY

:Ms. Teo Soon Mei

MEMBERS / PROXIES / CORPORATE REPRESENTATIVES

: Participating via Remote Participation and Voting ("RPV")

facilities

As per the summary of Attendance List and Login List

BY INVITATION

: Participating via RPV facilities

As per the summary of Attendance List and Login ListAs at 22 February 2023, being the cut-off date for determining who shall be entitled to attend the Company's 17th AGM, the Company had 59 depositors and the total number of issued shares stood at 222,582,499 ordinary shares. Based on the registration data given by the Company's Share Registrar as at 10.00 a.m. on 24 February 2023, a total of one hundred (100) shareholders/proxies had registered through RPV facilities for attending the 17th AGM, representing 29,705,239 ordinary shares, which constituted 5.966% of the total issued shares of the Company.

CHAIRMAN'S OPENING REMARKS

Datuk Ng Peng Hong @ Ng Peng Hay ("the Chairman"), chaired the 17th AGM ("Meeting") at the Broadcast Venue held through live streaming. The Chairman, on behalf of the Board and Management, welcomed the shareholders/proxies and invitees to the Meeting.

The Chairman informed the shareholders that the Meeting is conducted virtually through live streaming and online remote voting using the Remote Participation and Voting facilities ("RPV Facilities") from the Broadcast Venue, which is in line with the provisions of Section 327 of the Companies Act 2016 and Clause 57 of the Company's Constitution, as well as the

Securities Commission Malaysia's "Guidance and FAQs on the Conduct of General Meetings for Listed Issuers".

The Chairman then proceeded to introduce the Board Members present at the Broadcast Venue. The Chairman also introduced the Company Secretary, representative of the External Auditors and the Financial Controller all of whom were present at the Broadcast Venue.

QUORUM

The Company Secretary confirmed that the presence of a requisite quorum pursuant to Clause 66 of the Company's Constitution at the commencement of the Meeting. She added that proxies had been received from 59 shareholders representing 222,582,499 shares within the stipulated prescribed period of forty-eight (48) hours before the time for convening the Meeting.

The Chairman then declared the Meeting duly convened.

POLLING AND PROCEEDING

The Chairman briefed certain provisions of the Company's Constitution to the shareholders:-

• 1) Pursuant to Clause 71 of the Company's Constitution, any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and was intended to be moved at any general meeting shall be voted by poll. Subject to the Companies Act 2016 and the Company's Constitution, every resolution shall be decided

  by a majority of votes.

• 2) In compliance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all proposed resolutions set out in the Notice of the Meeting would be voted by way of a poll and the Company must appoint at least one (1) independent scrutineer to validate the votes cast at the general meeting.

• 3) The Company had appointed AGMO Digital Solutions Sdn. Bhd. ("AGMO Digital") as the Poll Administrators to conduct the poll by way of electronic voting using the RPV Facilities, and Messrs. NeedsBridge Advisory Sdn. Bhd. ("NeedsBridge") as the independent Scrutineer to verify and validate the poll results.

• 4) The voting session started at the commencement of the Meeting and it remained open throughout the Meeting, until such time when the Chairman announced the closure of the polls.

• 5) Shareholders or proxies of the Company could exercise their right to participate the

  Meeting under RPV Facilities including to transmit their questions in real time by using the Questions and Answers ("Q&A") Panel and participating electronic voting remotely at the Meeting. The Directors and the Management of the Company would respond to the questions during the Q&A session after dealing with all the items on the Agenda of the Meeting.

The Chairman then called upon the representative of AGMO Digital to brief the shareholders and played a video clip on the electronic voting procedures through the RPV Facilities. A short video clip was presented on screen to guide the shareholders / proxies on the electronic voting instruction.

The Chairman once again reminded the shareholders that the voting on the proposed resolutions has commenced at the start of the Meeting, until such time when the Chairman announces the closure of the voting session.

NOTICE

The Notice of the Meeting together with the Statement Accompanying the Notice of the 17th AGM dated 26 January 2023 as set out on pages 153 to 163 of the Annual Report 2022 ("AR 2022") of the Company is available on the Company's website. The Notice of the Meeting was issued and having been circulated within the prescribed period in accordance with the Company's Constitution was with the permission of the Meeting, taken as read.

AGENDA 1

TO LAY BEFORE THE MEETING THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Chairman informed the Meeting that the first item on the Agenda was to receive the Audited Financial Statements for the financial year ended 30

September 2022 together with the Reports of the Directors and Auditors thereon ("AFS 2022"). The Chairman further informed the Meeting that the

AFS 2022 were made available to all members on the Company's website within the prescribed period or being delivered to shareholders who are entitled to receive notice of the Meeting. The Chairman then informed that the AFS 2022 were tabled for discussion purposes only as it does not require shareholders' approval. Hence, it would not be put forward for voting.

The Chairman informed the Meeting that all the questions received by the Company would be dealt during the Q&A session later.

The Chairman then proceeded to declare that the AFS 2022 be and are hereby duly received.

The Meeting then proceeded to the next item on the Agenda.

AGENDA 2

ORDINARY RESOLUTION 1

• - TO APPROVE THE PAYMENT OF NON-EXECUTIVE DIRECTORS'

  FEES FOR AN AMOUNT OF UP TO RM1,500,000.00 PAYABLE TO NON-EXECUTIVE DIRECTORS ON A MONTHLY BASIS FOR THE PERIOD FROM 25 FEBRUARY 2023 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY; AND

• - TO APPROVE THE NON-EXECUTIVE DIRECTORS' BENEFITS (EXCLUDING DIRECTORS' FEES) FOR AN AMOUNT OF UP TO

  RM112,500.00 PAYABLE TO NON-EXECUTIVE DIRECTORS FOR THE PERIOD FROM 25 FEBRUARY 2023 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY

The Chairman informed the Meeting that the second item on the Agenda was in relation to the payment of Non-Executive Directors' Fees of up to RM1,500,000.00 and Directors' benefit (excluding Directors' fees) of RM112,500.00 payable to the Non-Executive Directors of the Company on a monthly basis for the period from 25 February 2023 until the next Annual General Meeting of the Company.

Being interested in Ordinary Resolution 1, the Chairman handed the chair to Ms. Huang Yu Fen, Executive Director to present Ordinary Resolution 1. Ms. Huang Yu Fen ("Ms. Huang"), the Executive Director of the Company then took over the Chair and proceeded with the Agenda in hand.

She informed the Meeting that the proposed Directors' fees payable to the Non-Executive Directors of the Company as well as benefits given for the period from 25 February 2023 until the next Annual General Meeting of the Company are derived based on the current Board size and number of scheduled Board and Board Committee Meetings to be held. This Resolution is to facilitate payment of Directors' benefits for the financial year 2023/2024.

She also informed that all the Non-Executive Directors, being the interested Directors as well as their person connected would be abstained from voting on this resolution.

Ms. Huang reminded the shareholders / proxies that they could transmit their live questions by using the Q&A Panel in the RPV facilities.

At this juncture, Ms. Huang turn over the chairmanship to the Chairman for the next agenda item.

AGENDA 3(i)ORDINARY RESOLUTION 2

TO RE-ELECT MR. TAN KANG SENG, THE RETIRING DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 89 OF THE COMPANY'S CONSTITUTION

The Chairman thanked Ms. Huang and then proceeded with the item under Agenda 3(i), Ordinary Resolution 2. The Chairman informed the Meeting that Agenda 3(i) was in relation to the re-election of Mr. Tan Kang Seng, who retires pursuant to Clause 89 of the Company's Constitution and being eligible, has offered himself for re-election.

The Chairman informed the Meeting that the profile of Mr. Tan Kang Seng has been set out on Page 17 of the AR 2022 of the Company, under the heading 'Directors' Profile'. It was informed that the Board had unanimously recommended the re-election of Mr. Tan Kang Seng under Ordinary Resolution 2.

The Meeting then proceeded to the next item on the Agenda.

AGENDA 3(ii) ORDINARY RESOLUTION 3

TO RE-ELECT MR. GOH HOON LEUM, THE RETIRING DIRECTOR OF

THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 89 OF THE

COMPANY'S CONSTITUTION

The Chairman informed the Meeting that the item under Agenda 3(ii), Ordinary Resolution 3 was in relation to the re-election of Mr. Goh Hoon Leum, who retires pursuant to Clause 89 of the Company's Constitution and being eligible, has offered himself for re-election.

The Chairman also reminded that the profile of Mr. Goh Hoon Leum can be found on Page 19 of the Company's AR 2022 and that the Board had unanimously recommended the re-election of Mr. Goh Hoon Leum under Ordinary Resolution 3.

The Meeting then proceeded to the next Agenda.

AGENDA 4(i)ORDINARY RESOLUTION 4

TO RE-ELECT PUAN AZIAN BINTI MOHD YUSOF, THE RETIRING DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 96 OF THE COMPANY'S CONSTITUTION

The Chairman continued with Agenda 4(i) which was pertaining to the re-election of Puan Azian Binti Mohd Yusof, the retiring Director, who retires pursuant to Clause 96 of the Company's Constitution and being eligible, offers herself for re-election under Ordinary Resolution 4. Her profile can be found on Page 21 of the AR 2022.

The Meeting was informed that the Board had unanimously recommended the re-election of Puan Azian Binti Mohd Yusof under Ordinary Resolution 4.

The Meeting then proceeded to the next agenda.

AGENDA 4(ii) ORDINARY RESOLUTION 5

TO RE-ELECT MR. CHIN YOKE WAH, THE RETIRING DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 96 OF THE COMPANY'S CONSTITUTION

The Chairman informed the Meeting that the item under Agenda 4(ii),

Ordinary Resolution 5 was in relation to the re-election of Mr. Chin Yoke Wah, the retiring Director, who retires pursuant to Clause 96 of the Company's Constitution and being eligible, offers himself for re-election. His profile can be found on Page 20 of the AR 2022 of the Company.

The Meeting was informed that the Board had unanimously recommended the re-election of Mr. Chin Yoke Wah under Ordinary Resolution 5.

The Meeting then proceeded to the next item on the Agenda.