MSM Malaysia Berhad : 11th AGM Booklet

Registration No. : 201101007583 (935722-K)

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Eleventh Annual General Meeting (11th AGM) of MSM Malaysia Holdings Berhad (MSMH or the Company) will be held entirely on a fully virtual basis through live streaming and online remote voting using the Remote Participation and Electronic Voting (RPEV) facilities via online meeting platform provided by Boardroom Share Registrars Sdn Bhd athttps://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657) on Wednesday, 8 June 2022 at 11.00 a.m or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions:

NOTICE IS HEREBY GIVEN THAT the Eleventh Annual General Meeting (11th AGM) of MSM Malaysia Holdings Berhad (MSMH or the Company) will be held entirely on a fully virtual basis through live streaming and online remote voting using the Remote Participation and Electronic Voting (RPEV) facilities via online meeting platform provided by Boardroom Share Registrars Sdn Bhd athttps://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657) on Wednesday, 8 June 2022 at 11.00 a.m or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions:

As Ordinary Business

• 1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon.

  Please refer to Explanatory Note 1

• 2. To approve the payment of Directors' fees for the Non-Executive Chairman and for each of the Non-Executive Directors from 8 June 2022 until the conclusion of the next AGM of MSM to be held in 2023 be paid on a monthly basis.

  (Resolution 1)

  Please refer to Explanatory Note 2 and Note 3

• 3. To approve the payment of benefits payable to the Non-Executive Chairman and Non-Executive Directors for the period from 8 June 2022 until the conclusion of the next AGM of MSM to be held in 2023.

  (Resolution 2)

  Please refer to Explanatory Note 2 and Note 4

• 4. To re-elect the following Directors who retire by rotation in accordance with Clause 99 of the Company's Constitution and who, being eligible, offer themselves for re-election:

  • i. Dato' Muthanna Abdullah

    (Resolution 3)

  • ii. Choy Khai Choon

  (Resolution 4)

  Please refer to Explanatory Note 5

• 5. To re-elect the following Directors who retire in accordance with Clause 105 of the Company's Constitution and who, being eligible, offer themselves for re-election:

  • i. Nik Fazila Nik Mohamed Shihabuddin

    (Resolution 5)

  • ii. Azman Ahmad

  (Resolution 6)

  Please refer to Explanatory Note 6

• 6. To re-appoint Messrs. PricewaterhouseCoopers PLT as auditors of the Company for the financial year ending 31 December 2022 and to authorise the Board of Directors to determine their remuneration.

  (Resolution 7)

  Please refer to Explanatory Note 7

NOTICE OF ANNUAL GENERAL MEETING

As Special Business

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

7. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATEFOR THE EXISTING

(Resolution 8)

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR MSM AND ITS GROUP OF COMPANIES (MSM HOLDINGS GROUP) AND PROPOSED SHAREHOLDERS' MANDATE FOR THE NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR THE MSM HOLDINGS GROUP

"THAT, subject always to the Companies Act, 2016, the Company's Constitution, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements), other applicable laws, guidelines, rules and regulations, and the approval of the relevant governmental/regulatory authorities (where applicable), approval be and is hereby given to the Company and its subsidiaries to enter into all arrangements and/or transactions involving the interests of the related parties as specified in Appendix 1 of the Circular to the Shareholders dated 27 April 2022, provided that such arrangements and/or transactions are:

• i. recurrent transactions of a revenue or trading nature;

• ii. necessary for the day-to-day operations;

• iii. carried out in the ordinary course of business on normal commercial terms which are not more favourable to the related parties than those generally available to the public; and

• iv. not detrimental to the minority shareholders of the Company;

(Proposed Mandates);

AND THAT the Proposed Mandates shall commence immediately upon passing of this ordinary resolution and continue to be in force until:

• a. the conclusion of the next AGM of the Company following this AGM, at which time the Proposed Mandates will lapse, unless the Proposed Mandates are renewed by a resolution passed at the next AGM of the Company; or

• b. the expiration of the period within which the next AGM is required by law to be held; or

• c. the Proposed Mandates are revoked or varied by a resolution passed by the Shareholders of the Company in a general meeting of the Company,

whichever is the earlier;

AND FURTHER THAT authority be and is hereby given to the Directors of the Company and/or its subsidiaries to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to such transactions as authorised by this resolution and the Proposed Mandates."

Please refer to Explanatory Note 8

NOTICE OF ANNUAL GENERAL MEETING

• 8. AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 75 OF THE COMPANIES ACT, 2016

  (Resolution 9)

  "THAT, pursuant to Section 75 of the Companies Act, 2016 and subject always to the Company's Constitution, the Listing Requirements and approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby authorised to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be allotted and issued pursuant to this resolution does not exceed ten percent (10%) of the issued share capital of the Company as at the date of such allotment AND THAT the Directors be and are also hereby authorised to obtain all necessary approvals from the relevant authorities for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next AGM of the Company."

  Please refer to Explanatory Note 9

• 9. To transact any other business of the Company for which due notice shall be given in accordance

• with the Company's Constitution and the Companies Act, 2016.

BY ORDER OF THE BOARD

KOO SHUANG YEN Company Secretary

(SSM PC NO.: 201908003534) (MIA 7556)

Kuala Lumpur 27 April 2022

NOTES

1.

Fully Virtual AGM

• a. Our Company will conduct its 11th AGM on a fully virtual basis through live streaming and online remote voting using the RPEV facilities via online meeting platform athttps://meeting.boardroomlimited.my (Online Meeting Platform). Please follow the procedures provided in the Administrative Guide for the 11th AGM in order to register, participate and vote remotely via RPEV facilities.

• b. With the RPEV facilities, a Shareholder may exercise his/her right to participate (including to pose questions to the Board/Management of our Company) and vote at the 11th AGM, in the comfort of their home.

• c. The venue of the 11th AGM is the Online Meeting Platform which is located in Malaysia being the main venue and is strictly for the purpose of compliance with Section 327(2) of the Companies Act, 2016 which requires the Chairman of the meeting to be present at the main venue. In a fully virtual general meeting, all meeting participants including the Chairman of the meeting, Board members, Senior Management and Shareholders are required to participate in the meeting online through the Online Meeting Platform only.

• d. The Administrative Guide has taken into account the latest measures to-date to deal with the COVID-19 situation announced and/or implemented in Malaysia which affects the holding or conduct of general meetings. In view of the uncertainties and the surge in COVID-19 infections, the Company will have to observe the guidelines or new procedures as may be issued by the Government from time to time, which may affect the administration of the 11th AGM as set out in this Administrative Guide. Any material developments or updates on the 11th AGM will be announced on the website of Bursa Malaysia Securities Berhad and published onto the Company's corporate website regularly.

NOTICE OF ANNUAL GENERAL MEETING

• 2. Proxy

  • a. Shareholders who are unable to participate in the 11th AGM may appoint Proxy(ies) to vote on their behalf. Where a Shareholder appoints two (2) Proxies, each Proxy appointed shall represent a minimum of one hundred (100) shares and the appointment of such Proxies shall not be valid unless the Shareholder specifies the proportion of his/her shareholding to be represented by each of such Proxy. Independent Scrutineer will be present to verify that the voting is conducted properly and fairly.

  • b. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 ("SICDA") which is exempted from compliance with provisions of Section 25A(1) of SICDA.

  • c. Where an exempt authorised nominee appoints two (2) or more proxies, the proportion of Shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

    The instrument appointing a proxy shall be in writing under the hands of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under its common seal or the hand of its officer or its duly authorised attorney. An instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand or join in demanding a poll on behalf of the appointor.

  • d. The appointment of Proxy may be made in a hardcopy form or by electronic means as follows:

    In Hardcopy Form

    The Proxy Form shall be deposited at the office of the Share Registrar of the Company at Boardroom Share Registrars Sdn Bhd, Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia no later than Monday, 6 June 2022 at 11.00 a.m., and in default the Proxy Form shall not be treated as valid.

    By Electronic Means

    The Proxy Form may be submitted:

    • i to the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd via e-mail [e-mail], no later than Monday, 6 June 2022 at 11.00 a.m. or

    • ii via electronic means (E-PROXY LODGEMENT) no later than Monday, 6 June 2022 at 11.00 a.m. (please refer to the Annexure to the Proxy Form for further information on submission via e-Proxy).

• 3. Corporate Shareholders, Authorised Nominees and Exempt Authorised Nominees

  For Corporate Shareholders, Authorised Nominees and Exempt Authorised Nominees who wish to participate and vote remotely via RPEV facilities at the 11th AGM of the Company, please refer to the procedures under item 2 of the Administrative Guide for the 11th AGM.

• 4. Shareholders entitled to participate and vote

  For purposes of determining a Shareholder who shall be entitled to participate and vote at the 11th AGM of the Company, the Company shall be requesting from Bursa Malaysia Depository Sdn Bhd, in accordance with Clause 63 of the Company's Constitution and Section 34(1) of SICDA, to issue a General Meeting Record of Depositors as at 31 May 2022. Only a depositor whose name appears on the General Meeting Record of Depositors as at 31 May 2022 shall be entitled to participate and vote at the 11th AGM or appoint a Proxy(ies) to participate and vote on such depositor's behalf.