Pharmaniaga : Addendum to the Notice of 25th AGM

Co. Reg. No.199801011581

(Incorporated in Malaysia)

To: The Shareholders of Pharmaniaga Berhad ("Pharmaniaga" or "the Company")

ADDENDUM TO THE NOTICE OF THE TWENTY-FIFTH ANNUAL GENERAL MEETING ("25th AGM") OF THE COMPANY

Reference is made to the Company's announcement made to Bursa Malaysia Securities Berhad ("Bursa Securities") on 11 May 2023 pertaining to the Notice of 25th AGM dated 12 May 2023 ("Notice of 25th AGM").

We wish to inform that the content of the Notice of 25th AGM is to be amended accordingly, by implementing the following: -

Ordinary Resolution 11 pertaining to the authority to allot and issue shares in general pursuant to Sections 75 and 76 of the Companies Act 2016 in the Notice of 25th AGM

1. The following paragraph to be inserted after the first paragraph of Ordinary Resolution 11:

"AND THAT pursuant to Section 85 of the Companies Act 2016, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be oered new shares ranking equally to the existing issued shares arising from any issuance of new shares pursuant to Sections 75 and 76 of the Companies Act 2016."

2. The following paragraph to be inserted after the third paragraph of the Explanatory Notes to Ordinary Resolution 11:

"The waiver of pre-emptive rights pursuant to Section 85 of the Companies Act 2016 and Clause 10 of the Constitution will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to oer the new shares to all existing shareholders of the Company prior to issuance of new shares in the Company under the general mandate."

This Addendum shall be deemed to be part of the Notice of 25th AGM and notes provided therein. Save for the abovementioned, all other information in the Notice of 25th AGM and the Proxy Form sent on 12 May 2023 remains valid and unchanged.

Please find enclosed the following documents which are also available on the Company's website at www.pharmaniaga.comand Bursa Securities' website at www.bursamalaysia.comfor your reference:

1. Revised Notice of 25th AGM; and
2. Proxy Form sent on 12 May 2023.

We regret any inconvenience caused.

BY ORDER OF THE BOARD

WAN INTAN IDURA WAN ISMAIL (LS0010668/ SSM PC No. 202008002336)

SYARUZAIMI YUSOF (LS0010665/ SSM PC No. 202008002335)

Company Secretaries

Kuala Lumpur

Dated: 9 June 2023

Co. Reg. No.199801011581

(Incorporated in Malaysia)

REVISED NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting (AGM) of Pharmaniaga Berhad will be conducted entirely through live streaming from the broadcast venue at Amphitheatre, Level 23, The Bousteador No.10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan on Monday, 12 June 2023 at 2.30 p.m. for the purpose of transacting the following business:

AS ORDINARY BUSINESS

To receive the Audited Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditors.

1. To re-elect the following Directors who retire by rotation in accordance with Article 117 of the Company's Constitution, and being eligible, oer themselves for re-election:
2. 1. Izaddeen Daud
   2. Dr. Abdul Razak Ahmad
3. To re-elect the following Directors who retire in accordance with Article 123 of the Company's Constitution:
4. 1. Datuk Lim Thean Shiang
   2. Dr. Mary Jane Cardosa
   3. Ahmad Shahredzuan Mohd Shari
5. To approve payment of Directors' fees and meeting allowances for Pharmaniaga Berhad from 13 June 2023 until the conclusion of the next AGM of the Company.
6. To approve payment of meeting allowances to Directors for directorship in Pharmaniaga Berhad subsidiaries in Malaysia from 13 June 2023 until the conclusion of the next AGM of the Company.
7. To approve payment of Directors' fees and meeting allowances to Directors for directorship in Pharmaniaga Berhad subsidiaries in Indonesia from 13 June 2023 until the conclusion of the next AGM of the Company.
8. To approve the payment of benefits in kind payable to the Chairman and Directors from
   13 June 2023 until the conclusion of the next AGM of the Company:

Description	Directors
Benefits in kind	Unlimited coverage of medical benefits and mileage

7. To re-appoint Messrs. PricewaterhouseCoopers PLT as auditors of the Company and to hold oce until the conclusion of the next AGM, at a remuneration to be determined by the Directors.

(Please refer to Explanatory Note 1)

REVISED NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions:

1. ORDINARY RESOLUTION
   AUTHORITY TO ALLOT AND ISSUE SHARES IN GENERAL PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   "THAT pursuant to Sections 75 and 76 of the Companies Act 2016 and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to 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 issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are hereby also empowered to obtain approval from Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so issued and that such authority shall continue to be in force until the conclusion of the next AGM of the Company."
   "AND THAT pursuant to Section 85 of the Companies Act 2016 approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be oered new shares ranking equally to the existing issued shares arising from any issuance of new shares pursuant to Sections 75 and 76 of the Companies Act 2016."
2. ORDINARY RESOLUTION
   PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
   "THAT, subject always to the Companies Act 2016 ("Act"), the Company's Constitution and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the renewal of the mandate granted by the shareholders of the Company on 13 June 2022, authorising the Company and/or its subsidiaries to enter into recurrent transactions of a revenue or trading nature with the Related Parties as specified in Section 2.2 of the Circular to shareholders dated 28 April 2023, provided that the transactions are:
3. 1. necessary for the day-to-day operations;
   2. carried out in the ordinary course of business and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and
   3. are not to the detriment of the minority shareholders.

AND THAT such approval shall continue to be in force until:-

1. the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the said AGM, such authority is renewed;
2. the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
3. revoked or varied by a resolution passed by the shareholders in a General Meeting; whichever is the earlier.

AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give eect to this Shareholders' Mandate."

10. To transact any other business of the Company of which due notice shall have been received. By Order of the Board

WAN INTAN IDURA WAN ISMAIL (LS0010668) SSM PC No. 202008002336

SYARUZAIMI YUSOF (LS0010665) SSM PC No. 202008002335 Company Secretaries

Kuala Lumpur 9 June 2023

Explanatory Notes

1. Audited Financial Statements
   The Audited Financial Statements laid at this meeting pursuant to Section 340(1)(a) of the Companies Act 2016 are meant for discussion only. It does not require shareholders' approval, and therefore, shall not be put forward for voting.
2. Ordinary Resolutions 1 to 5 - Proposed Re-election of Directors in accordance with Article 117 and Article 123 of the Company's Constitution
   Article 117 of the Company's Constitution provides amongst others that at least one-third of the Directors who are subject to the retirement by rotation or, if their number is not three (3) or multiple of three (3), the number nearest to one-third shall retire from oce provided always that all Directors shall retire from oce once at least every three (3) years and shall be eligible for re-election.
   Directors who are standing for re-election pursuant to Article 117 of the Company's Constitution are as follows:
3. 1. Izaddeen Daud
   2. Dr. Abdul Razak Ahmad

The Nominating and Remuneration Committee ("NRC") of the Company has assessed the criteria and contribution of Izaddeen Daud and Dr. Abdul Razak Ahmad and recommended for their re-election. The Board endorsed the NRC's recommendation that Izaddeen Daud and Dr. Abdul Razak Ahmad be re-elected as Directors of the Company.

Article 123 of the Company's Constitution provides amongst others that the Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the Company's Constitution. Any Director so appointed shall hold oce only until the conclusion of the next following AGM of the Company and shall then be eligible for re-election.

Directors who are standing for re-election pursuant to Article 123 of the Company's Constitution are as follows:

1. Datuk Lim Thean Shiang
2. Dr. Mary Jane Cardosa
3. Ahmad Shahredzuan Mohd Shari

The profiles of the Directors who are standing for re-election are set out on pages 98, 99, 102, 103 and 104 of the Integrated Report 2022 and published on the Company's website, www.pharmaniaga.com. Details of their interests in securities are set out on page 318 of the Integrated Report 2022.

3. Ordinary Resolutions 6, 7 and 8 - Non-Executive Directors' Remuneration

Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting.

In respect of this, the Board wishes to seek shareholders' approval for the payment of Directors' fees and meeting allowances payable to Non-Executive Directors of Pharmaniaga Berhad from 13 June 2023 until the conclusion of the next AGM of the Company in three (3) separate resolutions as set out below:

Ordinary Resolution 6 seeks approval for payment of Directors' fees and meeting allowances for Pharmaniaga Berhad.

Pharmaniaga Berhad

		Directors' Fees	Meeting
		(annual)	Allowance
		(RM)	(per meeting)
			(RM)
	Chairman	170,000	1,500
	Senior Independent	120,000	1,000
	Non-Executive
	Director
Board
Independent	90,000	1,000
	Non-Executive
	Director
	Non-Independent	90,000	1,000
	Non-Executive
	Director
Audit	Chairman	30,000	1,500
Committee	Member	20,000	1,000
Other Board	Chairman	5,000	1,500
Committees	Member	3,000	1,000

Ordinary Resolution 7 seeks approval for payment of meeting allowances to Directors for directorship in Pharmaniaga Berhad subsidiaries in Malaysia.

Subsidiaries of Pharmaniaga Berhad in Malaysia

	Meeting Allowance
	(per meeting)
	(RM)
Chairman	1,500
Member	1,000

Ordinary Resolution 8 seeks approval for payment of Directors' fees and meeting allowances to Directors for directorship in Pharmaniaga Berhad subsidiaries in Indonesia.

Indonesia Subsidiaries of Pharmaniaga Berhad

		Director's	Meeting
		Fees	Allowance
		(annual)	(per meeting)
		(RM)	(RM)
PT Errita	Director	48,000	1,500
Pharma	Member	30,000	1,000
PT Millenium	Member	30,000	1,000
Pharmacon
International Tbk

4. Ordinary Resolution 9 - Director's Remuneration Framework

Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at the general meeting.

Ordinary Resolution 9 seeks approval for payment of benefits in kind payable to the Chairman and Directors of Pharmaniaga Berhad from 13 June 2023 until the conclusion of the next AGM of the Company comprising the following, with or without modifications:

Description	Directors
Benefits in	Unlimited coverage of medical
kind	benefits and mileage

1. Ordinary Resolution 10 - Re-appointment of Auditors
   The Board and Audit Committee of the Company are satisfied with the quality of service, adequacy of resources provided, communication, interaction skills and
   independence, objectivity and professionalism demonstrated by the External Auditors, Messrs. PricewaterhouseCoopers PLT in carrying out their functions. Being satisfied with the External Auditors' performance, the Board recommends the re-appointment of the External Auditors' for shareholders' approval at the Twenty-Fifth AGM.
2. Explanatory Notes to Special Business
3. 1. Ordinary Resolution 11 - Authority for Directors to Allot and Issue Shares
      Ordinary Resolution 11, if passed, will give powers to the Directors to issue up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company.
      This authority will, unless revoked or varied by the Company at a general meeting, expire at the conclusion of the next AGM.

The authority will provide flexibility to the Company for any possible fund-raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

The waiver of pre-emptive rights pursuant to Section 85 of the Companies Act 2016 and Clause 10 of the Constitution will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to oer the new shares to all existing shareholders of the Company prior to issuance of new shares in the Company under the general mandate.

As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors at the Twenty-Fourth AGM held on 13 June 2022, the mandate of which will lapse at the conclusion of the Twenty-Fifth AGM to be held on 12 June 2023.

1. Ordinary Resolution 12 - Recurrent Related Party Transactions
   Ordinary Resolution 12, if passed, will enable the Company and/or its Subsidiaries to enter into recurrent transactions involving the interests of related parties, which are of a revenue or trading nature and necessary for the Group's day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company ("Mandate"). Further information on the Mandate is set out in the Circular to Shareholders dated 28 April 2023.

Notes

1. The AGM will be conducted on a virtual basis through live streaming whilst the online remote voting will be via Remote Participation and Voting ("RPV"). Both facilities are available on Tricor Investor & Issuing House Services Sdn Bhd's TIIH Online website at https://tiih.online.
2. Please follow the procedures provided in the Administrative Notes for the AGM in order to register, participate and vote remotely via the RPV facilities.
   Shareholders are to participate (including posing questions to the Board via real time submission of typed texts) and vote remotely at the AGM via the RPV provided by Tricor via its TIIH Online website at https://tiih.online.
3. The Broadcast venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of the Meeting to be at the main venue. No shareholders/proxy(ies) from the public will be physically present at the meeting venue on the day of the meeting.
4. For the purpose of determining who shall be entitled to participate in the AGM via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, the Record of Depositors as at 6 June 2023. Only members registered in the Record of Depositors shall be entitled to participate in the AGM via RPV.