AFFIN Bank : Shareholders Meeting Document

AFFIN BANK BERHAD

(Company No. 197501003274 / 25046-T)

(Incorporated in Malaysia)

MINUTES OF THE FORTY-FOURTH ANNUAL GENERAL MEETING OF AFFIN BANK BERHAD HELD VIRTUALLY AT THE BROADCAST VENUE AT LEVEL 18, MENARA AFFIN, 80, JALAN RAJA CHULAN, 50200 KUALA LUMPUR ON MONDAY, 27 JULY 2020 AT 2:30 P.M.

PHYSICALLY PRESENT AT THE BROADCAST VENUE:-

DIRECTORS

YBHG. DATO' AGIL NATT - CHAIRMAN

ENCIK MOHD SUFFIAN BIN HAJI HARON

DATO' ABDUL AZIZ BIN ABU BAKAR

DATO' MOHD HATA BIN ROBANI

DATO' ROZALILA BINTI ABDUL RAHMAN

PUAN MARZIDA BINTI MOHD NOOR

MR. GREGORY JEROME GERALD FERNANDES

DIRECTORS PARTICIPATED VIA VIDEO-CONFERENCING:-

MR. IGNATIUS CHAN TZE CHING

MR. YUEN PETER WAI HUNG

IN ATTENDANCE

ENCIK WAN RAZLY ABDULLAH BIN WAN ALI (GROUP CHIEF EXECUTIVE OFFICER) MS JOANNE RODRIGUES (CHIEF FINANCIAL OFFICER)

MS LEE YOKE KIOW (CHIEF CORPORATE SERVICES OFFICER)

PUAN NIMMA SAFIRA BINTI KHALID (CHIEF LEGAL OFFICER AND COMPANY SECRETARY)

EXTERNAL AUDITORS

MS ELAINE NG (PARTNER, MESSRS PRICEWATERHOUSECOOPERS)

SHARE REGISTRAR AND POLL ADMINISTRATOR

PUAN SUZANA ABDUL RAHIM (TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN BHD)

INDEPENDENT SCRUTINEERS

MS ONG WAI LENG (ASIA SECURITIES SDN BHD)

SHAREHOLDERS & PROXIES :-

AS PER ATTENDANCE LIST

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1. COMMENCEMENT OF THE MEETING

1. The Chairman, Dato' Agil Natt extended a warm welcome to shareholders and proxies for their participation at Affin Bank Berhad's (ABB or the Company) forty-fourth (44th) Annual General Meeting (AGM) (44th AGM) which was broadcasted live from Level 18, Menara Affin, 80, Jalan Raja Chulan, 50200, Kuala Lumpur.
2. As the 44th AGM was the first fully virtual AGM for ABB, the Chairman explained the following:-
3. 1. The AGM was convened in compliance with Section 327 of the Companies Act 2016 and in accordance to Article 67 of the Bank's
      Constitution. This AGM is also convened in accordance to Guidance on the Conduct of General Meetings for Listed Issuers by the Securities Commission of Malaysia under Recovery Movement Control Order.
   2. That it is the Bank's duty to care and safeguard the wellbeing of the shareholders and employees of the Bank due to the Covid-19 pandemic.
4. The Chairman introduced the Board Members, Group Chief Executive Officer (GCEO), Chief Financial Officer, Company Secretary, Chief Corporate Services Officer who were present at the meeting. He further introduced the two (2) Board Members who participated remotely via video conference from Hong Kong.
5. Chairman informed that there were four (4) Board members who have retired or resigned since the last AGM, namely Mr Joseph Yuk Wing Pang, YBhg General Dato' Seri DiRaja Tan Sri (Dr.) Mohd Zahidi Bin Haji Zainuddin (Bersara) (former Chairman of ABB), Encik Abd Malik bin A Rahman and YBhg Tan Sri Mohd Ghazali bin Mohd Yusoff.
   Chairman, on behalf of the Board expressed his appreciation to the retired/resigned Board members for their invaluable contributions towards AFFIN Bank Berhad.
6. The Chairman further introduced the representatives from Messrs PricewaterhouseCoopers (Bank's external auditors), Tricor Investor & Issuing House Services Sdn Bhd (Tricor) (Share Registrar and Poll Administrator) and Asia Securities Sdn Bhd (Asia Securities) (Independent Scrutineer for the AGM's poll voting) who were also present at the Broadcast Venue.

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1. QUORUM
2. 1. The Company Secretary confirmed that the requisite quorum for commencement of a general meeting, being two (2) members was met in accordance to Article 76 of the Bank's Constitution.
   2. That a total of 354 shareholders (including proxies and corporate representatives) representing a total of 1,751,498,939 ordinary shares equivalent to 88.17% of the total issued share capital, had participated at the AGM via the Remote Participation and Voting ("RPV") facility.
   3. In addition, a total of 69 shareholders had appointed the Chairman of the Meeting as proxy to vote on their behalves and the shares so represented amounted to 498,481,048 ordinary shares equivalent to 25.09% of the total issued shares of AFFIN Bank Berhad .
   4. The Chairman then called the Meeting to order.
3. NOTICE OF MEETING
4. 1. The Notice convening the AGM dated 26 June 2020, having been served on shareholders, was taken as read.
5. VOTING ON RESOLUTIONS
6. 1. The Chairman informed that in line with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, voting on all resolutions for the 44th AGM would be conducted by way of poll, via electronic voting ("e-voting") and would be administered by Tricor, the Poll Administrator appointed for this AGM. The poll results will be validated and verified by the appointed Scrutineers, Asia Securities Sdn Bhd.
   2. That the shareholders were further informed of the following:-
   3. 1. The voting session had already commenced from the start of the meeting and that shareholders/proxies may start registering their votes electronically until the closure of the voting session which would be announced later;
      2. The results of the poll voting and declaration of resolutions will be shown on the screen after the Scrutineers have verified the poll results upon the closure of the e-voting session. Shareholders may view and take note of the results from the screen. The Chairman will then declare whether the resolutions are duly passed; and
      3. Shareholders and proxies are welcomed to raise questions at any time during the AGM by submitting written questions using the Query Box as provided via the RPV facility. The Board will then answer the questions during the question and answer session.

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5. PRESENTATION BY GCEO

1. The Chairman invited GCEO to update the shareholders on the Group's key financial highlights for financial year ended 31 December 2019 (FY2019) and Affinity in Motion (AIM22) Key Focus Areas.
2. The key highlights of the GCEO's presentation were as follows:-
3. 1. Affin Bank Berhad
      Key Financial Highlights for FY2019
   2. • The Net Interest Income reduced by RM102.3 million or 12.1% in line with the reduction in loans, advances and financing portfolio and financial investments at FVOCI of RM3.0 billion and RM2.9 billion respectively.
      • For FY2019, the higher net gain on financial instruments of RM141.1 million was offset by the reduction in net interest income and other income totalling RM142.4 million. The reduction in net interest income is in line with the reduction in loans, advances and financing portfolio of RM3.0 billion and financial investments at FVOCI of RM2.9 billion.
      • Operating expenses increased slightly by RM6.4 million or 0.5% mainly due to higher personnel cost.
      • PBT increased by RM 2.0 million or 0.3% mainly driven by higher net realised gain on financial instruments and Islamic Banking Income.
      • Earnings per share (EPS) was 24.59 cent for FY2019 as compared to 25.89 cent for FY2018.
      • The Community Banking achieved robust fixed deposits growth of 44.4% or RM7.4 billion.
      • Strong growth in mortgages with 11% growth to reach RM11.7 billion in FY2019.
      • ASNB business met its allotted target of RM200 million in the first 8 months of 2019.

Key Achievements Affin Bank in FY2019

1. • Community Banking achieved deposit growth of 44.6% whilst SME Banking acquired 9,000 new to bank customers (All CASA accounts).
   • The Bank has also launched a new Retail Internet Banking, Corporate Internet Banking (Pilot), Affin Pay (E-Wallet) and SME Colony (Award winning app designed for SME Community).
2. Affin Islamic Bank Berhad
   Affin Islamic Bank contributed 41% of the Group's portfolio and exceeded 40% portfolio contribution target set by BNM in its 10-year Financial Sector Strategic Blueprint.

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1. Affin Hwang Capital
2. • Affin Hwang Capital has improved its market share from 12.58% in 2018 to 12.92% in 2019, consequently holding the top spot of Bursa Malaysia's Broking Ranking for 2019.
   • Affin Hwang Asset Management (AHAM) has recorded Assets under Administration (AuA) of RM57.7 billion as at end 2019.
   • AHAM is ranked No. 2 Unit Trust Ranking at RM40 billion with Assets Under Management of RM57.5 billion.
   • Affin Hwang Capital's Stockbroking is the leading brokerage house in Malaysia for the 5th consecutive year since 2014 and ranked first in market share in Malaysia.
3. Industry Recognition for the Group in FY2019
   GCEO updated shareholders on the accolades that the Bank have received up to 2019.
4. Affinity in Motion (AIM22)
   The Bank had formulated its Advance 30 (A30) new initiatives under its Metamorphosis Plan called Affinity in Motion (AIM22). The key focus areas are:-
5. • ROE Focus;
   • Lowering the overall Cost of Funds by reengineering the Balance Sheet;
   • Digital Transformation to close the gap with its peers;
   • Focus on People and Productivity;
   • Improved Risk Management- enhance Asset Quality Management, Liquidity Risk and Capital Management.
6. Covid-19Immediate Focus
   The Bank has taken immediate focus on the following due to the Covid-19 Pandemic:-
7. • Employee and Community - 63% of its Community & SME portfolio is currently under Moratorium
   • Liquidity Management - The Bank's LCR is at healthy level above the 100% thresholds. The Bank currently has in excess of RM15 billion in High Liquid Assets.
   • Capital Preservation - Total Capital (24%), one of the highest in the industry
   • Managing Asset Quality - Close monitoring of all accounts, especially in the Covid-19 impact area however the Bank's exposure in this sector is small less than 3%. Oil & Gas sector also is less than 2% of the portfolio.

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