Parkwood Berhad : PARKWD-50th AGM Minutes

PARKWOOD HOLDINGS BERHAD

(FORMERLY KNOWN AS AMALGAMATED INDUSTRIAL STEEL BERHAD)

Registration No. 196901000692 (9118-M)

(Incorporated in Malaysia)

MINUTES OF THE FIFTIETH ANNUAL GENERAL MEETING ("50TH AGM") OF THE COMPANY CONDUCTED ON FULLY VIRTUAL BASIS AT THE ONLINE MEETING PLATFORM PROVIDED BY BOARDROOM SHARE REGISTRARS SDN BHD IN MALAYSIA AT https://web.lumiagm.comON WEDNESDAY, 16 JUNE 2021 AT 11.00 A.M.

PRESENT

:

As per Attendance List

1. CHAIRMAN
   Dato' Ghazali Bin Mat Ariff ("Dato' Chairman"), the Chairman of the Company, welcomed everyone who participate in the virtual Meeting.
   The Chairman informed the members that the convening of the virtual Meeting was in compliance with Section 327 of the Companies Act 2016 which stipulates that the Chairman shall be at the main venue of the AGM, and also in accordance with Clause 77 of the Company's Constitution which allows the AGM to be held at more than one venue using any instantaneous telecommunication device that allows Members to participate in the meeting.
   The Company was guided by the Revised Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers from the Securities Commission Malaysia dated 1 June 2021 to conduct this fully virtual 50th AGM during the Full
   Movement Control Order ("FMCO") period. Physical gatherings no matter how small are prohibited. All meeting participants including the Chairman, Board members, Senior Management and shareholders, proxies and other invitees were participated in the Meeting via the online meeting platform https:// web.lumiagm.com provided by Boardroom Share Registrars Sdn. Bhd. and deemed to be held where the Chairman of the Meeting was in Petaling Jaya, Selangor Darul Ehsan, Malaysia.
   Dato' Chairman introduced to the members, the Board members, the Secretary, the key senior management, the representative from the External Auditors, Crowe Malaysia PLT, the representatives from Boardroom Share Registrars Sdn Bhd as Poll Administrator and the representatives from SKY Corporate Services Sdn Bhd as Scrutineers, who participated in the Meeting online.
2. QUORUM
   The requisite quorum being present pursuant to Clause 79 of the Company's
   Constitution, Dato' Chairman declared the Meeting duly convened at 11.00 a.m.
3. NOTICE OF MEETING
   The Notice convening the Meeting, having been previously circulated to all members within the prescribed period and advertised in the New Straits Times on 30 April 2021 and the Addendum to the Notice of Meeting for inclusion of the addition ordinary resolution 8 has been circulated to all members on 4 June 2021, were taken as read.

PARKWOOD HOLDINGS BERHAD

(FORMERLY KNOWN AS AMALGAMATED INDUSTRIAL STEEL BERHAD) Registration No. 196901000692 (9118-M)

Minutes of the 50th AGM held on 16 June 2021 [Cont'd]

1. PROCEDURES FOR MEETING
   Before Dato' Chairman proceeded with the items on the Agenda, he explained to the shareholders the procedures to be adhered to in tabling and approving the resolutions at the Virtual Meeting.
   Dato' Chairman informed the Meeting that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the notice of general meetings would be voted by poll and at least one (1) Scrutineer has to be appointed to validate the votes cast at the Meeting.
   Dato' Chairman then announced that Boardroom Share Registrars Sdn Bhd as Poll Administrator to conduct the voting by way of electronic polling ("e-polling") using Remote Participation and Electronic Voting ("RPEV") facilities, and SKY Corporate Services Sdn. Bhd. has been appointed as the Independent Scrutineers to verify and validate the poll results.
   Dato' Chairman invited the Poll Administrator to present a short video on the e- polling procedure and on how to participate in the Meeting, including posting questions and vote through the RPEV facilities
   [A short video presentation by the Poll Administrator.]
   Dato' Chairman informed that the Company has taken its best efforts to ensure a smooth live streaming, however, the quality of the broadcast is dependent on the participants' own internet bandwidth connection and stability.
   Dato' Chairman further informed that the Questions and Answer session and the e-Polling for the resolutions would be conducted after dealing with all the business of the Meeting. All shareholders and proxies may raise questions in real time by transmitting their question via the messaging chat box.
2. AUDITED FINANCIAL STATEMENTS TOGETHER WITH DIRECTORS' AND AUDITORS'
   REPORT
   The Audited Financial Statements for the financial year ended 31 December 2020 together with the Directors' and Auditors' Reports thereon, which had been previously circulated to all shareholders, were tabled at the Meeting for discussion.
   Dato' Chairman announced that the e-polling session has been opened. Shareholders and proxies may cast their votes for all 8 resolutions throughout the Meeting proceeding or may also choose to vote after the Question and Answer session.

Dato' Chairman informed the Meeting that pursuant to the provision of Section 340(1)(a) of the Companies Act 2016, no formal approval was required from the shareholders for the Audited Financial Statements. Therefore, the Audited

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PARKWOOD HOLDINGS BERHAD

(FORMERLY KNOWN AS AMALGAMATED INDUSTRIAL STEEL BERHAD) Registration No. 196901000692 (9118-M)

Minutes of the 50th AGM held on 16 June 2021 [Cont'd]

Financial Statements tabled was meant for discussion only and not put forward for voting.

Dato' Chairman then put on record that the Audited Financial Statements of the Company laid at the Meeting have been duly received by the shareholders and proxies at the Meeting.

1. DIRECTORS' FEES
   Dato' Chairman informed that second item on the Agenda of the Meeting was to approve the payment of Directors' fees amounting to RM96,000.00 in respect of the financial year ended 31 December 2020.
   Dato' Chairman further informed that pursuant to the best practices recommended under the Malaysian Code on Corporate Governance, the interested Directors who are also shareholders of the Company would abstain from voting on this resolution.
2. DIRECTORS' BENEFITS (OTHER THAN DIRECTORS' FEES)
   Dato' Chairman informed that third item on the Agenda of the Meeting was to approve the payment of Directors' benefits (other than Directors' fees) amounting to RM111,288.00 for the period from 17 June 2021 until the next Annual General Meeting of the Company.
3. RE-ELECTIONOF DIRECTORS WHO RETIRE BY ROTATION PURSUANT TO CLAUSE 123 OF
   THE COMPANY'S CONSTITUTION

Dato' Chairman informed the shareholders that Ordinary Resolution 3 was on the re-election of Tuan Haji Fauzi Bin Mustapha ("Tuan Haji Fauzi"), who would be retiring by rotation pursuant to Clause 123 of the Company's Constitution, and being eligible, had offered himself for re-election to the Board.

Dato' Chairman also informed the shareholders that Ordinary Resolution 4 was on the re-election of Datuk Hew Lee Lam Sang ("Datuk Hew"), who would be retiring by rotation pursuant to Clause 123 of the Company's Constitution, and being eligible, had offered himself for re-election to the Board.

9. RE-APPOINTMENT OF AUDITORS

Dato' Chairman informed the shareholders that the retiring auditors, Crowe Malaysia PLT, had expressed their willingness to continue in office for the ensuing year ending 31 December 2021.

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PARKWOOD HOLDINGS BERHAD

(FORMERLY KNOWN AS AMALGAMATED INDUSTRIAL STEEL BERHAD) Registration No. 196901000692 (9118-M)

Minutes of the 50th AGM held on 16 June 2021 [Cont'd]

Dato' Chairman then informed that Ms. Julie Ho Yen Ling, the Audit Partner of Crowe Malaysia PLT, participated in the Meeting remotely.

As all items under Ordinary Business have been dealt with, Dato' Chairman then proceeded to deal with the items under Special Business.

1. AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE SHARES IN THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
2. 
   Dato' Chairman informed the shareholders that the first item under Special Business of the Meeting was to approve Ordinary Resolution 6 that will confer authority to the Directors to allot and issue new shares not exceeding 10% of the total issued shares of the Company pursuant to Sections 75 and 76 of the Companies Act 2016. This shareholders' mandate, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM of the Company.
3. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR
4. 1. 
      Dato' Chairman informed the shareholders that Ordinary Resolution 7 was on the retention of Tuan Haji Fauzi as an Independent Non-Executive Director.
      The shareholders were informed that Tuan Haji Fauzi was appointed on 18 November 1993 and re-designated as Independent Director on 4 January 2000. He has served as an Independent Non-Executive Director of the Company for a cumulative term of twenty-one (21) years.
      Dato' Chairman further informed the shareholders that pursuant to Practice 4.2 of the Malaysian Code on Corporate Governance 2017, shareholders' approval would be sought through a two-tier voting process for the retention of Tuan Haji Fauzi to continue to serve on the Board as an Independent Director after twelve
   2. years and shareholders' votes will be cast in the following manner at the
      Meeting:

• Tier 1: Only the Large Shareholder of the Company to vote; and
• Tier 2: Shareholders other than Large Shareholder to vote.

Dato' Chairman further informed that Ordinary Resolution 8 as stated in the Addendum to Notice dated 4 June 2021 was related to the retention of himself as an Independent Non-Executive Director of the Company. He then handed over the Chairmanship to Datuk Hew, to chair this segment of the Meeting.

Datuk Hew informed the shareholders that the Ordinary Resolution 8 was on the retention of Dato' Ghazali Bin Mat Ariff ("Dato' Ghazali") as an Independent Non- Executive Director of the Company.

The shareholders were informed that Dato' Ghazali was appointed on 9 December 2003 and re-designated as Independent Director on 26 August 2011. He has served

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PARKWOOD HOLDINGS BERHAD

(FORMERLY KNOWN AS AMALGAMATED INDUSTRIAL STEEL BERHAD) Registration No. 196901000692 (9118-M)

Minutes of the 50th AGM held on 16 June 2021 [Cont'd]

as an Independent Non-Executive Director for a cumulative term of nine (9) years.

Datuk Hew further informed as recommended by the Malaysian Code on Corporate Governance 2021, the Company would seek for shareholders' approval through a two-tier voting process for the retention of Dato' Ghazali to continue to serve on the Board as an Independent Director after nine (9) years at the 2022 AGM of the Company. For this Meeting, the Company would seek for shareholders' approval through one (1) tier voting process only.

Datuk Hew then handed over the chairmanship back to Dato' Chairman to continue with the remaining items on the Agenda of the Meeting.

12. ANY OTHER BUSINESS

Dato' Chairman then moved to the last item on the agenda, which was to transact any other business of the Company for which due notice shall have been given.

Following confirmation from the Secretary that she has not received any such notice, Dato' Chairman then opened the floor for questions.

Dato' Chairman informed shareholders that the MSWG had, via its letter dated I June 2021 to the Chairman and Board of Directors of the Company, raised some questions or points with regards to the strategic & financial and corporate governance matters.

Dato' Chairman then extended a warm welcome to the representative from the MSWG, Encik Norhisam Bin Sidek, who participated the Meeting remotely as a shareholder.

Mr. Chan Keen Wai, the Chief Operating Officer of the Company presented the questions raised by the MSWG and Management's responses at the Meeting.

The MSWG's questions and the corresponding responses from the Management were attached to this minutes as "Annexure A".

Dato' Chairman informed that the Company has received questions from the shareholders through various medium including some which the Company received prior to the Meeting. Questions which are similar or repetitive would not be repeated to allow opportunity for others to raise other questions.

Mr. Casey Choh Kim Chiew ("Mr. Casey Choh"), the Chief Financial Officer of the Company, answered the questions raised by the shareholders during the Meeting.

The questions raised by the shareholders/proxies and the corresponding replies from Mr. Casey Choh were attached to this minutes as "Annexure B".

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