G Capital Berhad : GCAP - Minutes of the 27th AGM

G CAPITAL BERHAD

[Registration No. 199501000977 (330171-P)]

[Incorporated in Malaysia]

Minutes of the 27th Annual General Meeting ("27th AGM") of the Company conducted on a fully virtual basis through live streaming and Remote Participation Voting Facilities provided by Agmo Digital Solutions Sdn Bhd via its Vote2U Online website at https://web.vote2u.my on Monday, 27 June 2022 at 9.00 a.m.

Present

:

Board of Directors

Dato' Haji Roshidi bin Haji Hashim (Chairman)

Datuk Yap Yee Ping

Dato' Rosli bin Sharif

Jason Fong Jian Sheng

Shareholders/Proxy Holders

As per participants logged on to Vote2U Online website provided by

Agmo Solution Sdn Bhd

In Attendance

:

Eric Toh Chee Seong (Company Secretary)

1. CHAIRMAN ADDRESS
   The Company Secretary reported that pursuant to Clause 73 of the Constitution of the Company, the Directors present had choose Dato' Haji Roshidi bin Haji Hashim to act as Chairman for today Meeting.
   Dato' Haji Roshidi bin Haji Hashim, the Chairman of the Meeting took the Chair and welcomed all members to the Meeting. Dato' Chairman then introduced the Directors present at the 27th AGM. The Company Secretary, Registrar and the External Auditor also joined the Meeting remotely.
2. QUORUM
   The requisite quorum being present pursuant to Clause 71 of the Company's Constitution, Dato' Chairman declared the Meeting duly convened. Dato' Chairman further informed the Meeting that the Company was using the Record of Depositors as of 16 June 2022 for the 27th AGM.
3. NOTICE OF MEETING
   The Notice of the Meeting, with the permission of the Meeting, was taken as read.
4. PROCEEDINGS AND VOTING PROCEDURE CE OF MEETING
   Dato' Chairman informed the Meeting that in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), all resolutions put forth for voting at the Meeting would be voted by poll. In this regard, he then exercised his rights as the Chairman of Meeting to demand for a poll.
   The Meeting was further informed that Agmo Studio Sdn. Bhd. was appointed as Poll Administrator while Aegis Communication Sdn. Bhd. was the appointed Independent Scrutineer to verify the results of the poll voting. A step-by-step guide together with a short audio clip on the online voting module within e-Portal was then played.

G Capital Berhad (330171-P)
Minutes of the 27th Annual General Meeting	Page 2

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 TOGETHER THE REPORTS OF THE DIRECTORS AND AUDITORS ("AFS 2021")
   Dato' Chairman informed that the first item on the agenda was to receive the AFS 2021. The Meeting noted that formal approval from shareholders was not required for this item on the agenda pursuant to Section 340(1)(a) of the Companies Act 2016 and hence, the AFS 2021 was not put forward for voting. Dato' Chairman declared the AFS 2021 received.
2. ORDINARY RESOLUTION 1 - PAYMENT OF DIRECTORS' FEES OF NOT EXCEEDING RM300,000 FOR FINANCIAL YEAR ENDING 31 DECEMBER 2022 ("FY 2022")
   The Meeting was informed that the first item on the agenda was to approve the payment of Directors' fees of not exceeding RM300,000 for FY2022.
3. ORDINARY RESOLUTION 2 - PAYMENT OF DIRECTORS' BENEFITS UP TO AN AMOUNT OF RM75,000 FOR THE PERIOD FROM THE 27TH AGM UNTIL THE NEXT AGM
   Dato' Chairman informed that the next item on the agenda was to approve the payment of benefit payable to the Directors of the Company up to an amount of RM75,000 for the period commencing from 27 June 2022 until the date of the next AGM of the Company to be held in year 2023 pursuant to Section 230(1)(b) of the Companies Act 2016.
4. ORDINARY RESOLUTIONS 3 TO 4 - RE-ELECTION OF DIRECTORS
   The Meeting noted that in accordance with the Company's Constitution, the following two (2) Directors were subject to retirement at the Meeting:
5. 1. Dato' Rosli bin Sharif (Clause 95); and
   2. Jason Fong Jian Sheng (Clause 102).
6. ORDINARY RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS
   Dato' Chairman informed that the next item on the agenda was to reappoint Messrs. UHY as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.
   The Meeting was informed that UHY had indicated their willingness to continue in office as the Company's Auditors.

G Capital Berhad (330171-P)
27th Annual General Meeting	Page 3

1. SPECIAL BUSINESS
   ORDINARY RESOLUTION 6 - AUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75 & 76 OF THE COMPANIES ACT, 2016
   Dato' Chairman informed that next item on the agenda was to seek a general mandate for the Board of Directors to issue and allot shares pursuant to the Companies Act 2016.
   Dato' Chairman further informed that the proposed adoption of this Ordinary Resolution was to give flexibility to the Board of Directors, when the need arises, to issue shares up to maximum of 20% (but re-instated to a 10% with effect from 1 January 2023) of the issued share capital of the Company. This authority shall, unless be revoked or varied by the Company in general meeting, expire at the next AGM of the Company.
2. SPECIAL BUSINESS
   ORDINARY RESOLUTION 7 - PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND PROPOSE NEW SHAREHOLDERS MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
   Dato' Chairman informed that next item on the agenda was to seek a renewal mandate and new mandate for recurrent related party transactions of a revenue or trading nature.
   Dato' Chairman further informed that the Proposed Renewal of Existing Shareholders' Mandate and Proposed New Shareholders Mandate for recurrent related party transaction of a revenue or trading nature is to allow the subsidiaries, namely Solarcity Malaysia Sdn Bhd & G Capital Water Solutions Sdn. Bhd to enter into recurrent related party transactions of a revenue or trading nature with related parties.
3. SPECIAL BUSINESS
   ORDINARY RESOLUTION 8 - PROPOSED NEW SHARE BUY-BACK AUTHORITY TO PURCHASE UP TO 10% OF ITS TOTAL ISSUED SHARES
   Dato' Chairman informed that next item on the agenda was to Proposed New Buy-back authority to purchase up to 10% of its total issued shares.
4. QUESTION & ANSWER SESSION
   Dato' Chairman informed the Meeting that the Company had received a question on door gift request from a shareholder. Chairman's reply that the Board would consider in future. No other question received.

G Capital Berhad (330171-P)
27th Annual General Meeting	Page 4

14. DECLARATION OF POLLING RESULTS

After the verification of the poll results by the Scrutineer, the results of the poll as follows were shown on the screen:

Resolution	Vote For	Vote For %	Vote Against	Vote Against %
1	103,861,549	99.9898	10,571	0.0101
2	103,860,949	99.9892	11,171	0.0107
3	103,871,549	99.9994	571	0.0005
4	103,871,551	99.9994	569	0.0005
5	103,871,551	99.9994	569	0.0005
6	103,871,549	99.9994	571	0.0005
7	63,335,849	99.9991	571	0.0009
8	103,871,549	99.9994	571	0.0005

Based on the above verified poll voting results, Dato' Chairman declared that Resolutions 1 to 8 were all carried.

14. TERMINATION OF MEETING

There being no other business, the Chairman declared the Meeting closed at 9.43 a.m and thanked the members for their attendance.

SIGNED AS CORRECT RECORD

(Signed)

……………………………..

Dato' Haji Roshidi bin Haji Hashim Chairman