YTL Power International Berhad : 2021 AGM Minutes

YTL POWER INTERNATIONAL BERHAD

[Company No. 199601034332 (406684-H)]

(Incorporated in Malaysia)

MINUTES OF THE TWENTY-FIFTH ANNUAL GENERAL MEETING ("AGM"/the "Meeting") OF THE COMPANY CONDUCTED ON A FULLY VIRTUAL BASIS THROUGH LIVE STREAMING, ONLINE REMOTE PARTICIPATION AND VOTING ("RPV") VIA TIIH ONLINE SYSTEM AT https://tiih.com.my("TIIH Online") ON TUESDAY, THE 7TH DAY OF DECEMBER, 2021 AT 9.38 A.M.

Present	: Tan Sri (Sir) Francis Yeoh Sock Ping	-	Executive	Chairman	&
			member
	Dato' Yeoh Seok Hong	-	Managing	Director	&
			member
	Tan Sri Ismail Bin Adam	-	Director
	Datuk Seri Long See Wool	-	Director
	Datuk Loo Took Gee	-	Director
	Dato' Yeoh Seok Kian	-	Director & member
	Dato' Yeoh Soo Min	-	Director & member
	Dato' Sri Michael Yeoh Sock Siong	-	Director
	Dato' Yeoh Soo Keng	-	Director & member
	Dato' Mark Yeoh Seok Kah	-	Director & member
	Tuan Syed Abdullah Bin Syed Abd. Kadir	-	Director & member
	Encik Faiz Bin Ishak	-	Director
	Mr Irvin George Luis Menezes	-	Representing
	("Engagement Partner")		PricewaterhouseCoopers
			PLT, the auditors
In Attendance	: Ms Ho Say Keng	-	Secretary
Participated	1,013 members/corporate representatives/proxies (collectively, "Members"),
via RPV at	including Executive Chairman as proxy for members as per attendance lists
TIIH Online

1. WELCOME ADDRESS

On behalf of the Board of Directors ("Board"), the Executive Chairman, Tan Sri (Sir) Francis Yeoh Sock Ping, welcomed everyone who had logged-in to the meeting platform to participate in the AGM.

The Executive Chairman explained that the AGM was conducted fully virtual due to the pandemic that was ongoing and in compliance with the Guidance and FAQs on Conduct of General Meetings for Listed Issuers issued by the Securities Commission Malaysia.

The Executive Chairman then introduced the members of the Board, the Engagement Partner from PricewaterhouseCoopers PLT and the Secretary.

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1. QUORUM
   The requisite quorum, having been confirmed by the Secretary with the advice of the share registrar and poll administrator as present, the Executive Chairman called the AGM to order.
2. NOTICE OF MEETING
   The notice convening the AGM as set out in the Annual Report was taken as read.
3. PRELIMINARY-
   VOTING AND GENERAL INSTRUCTION ON MEETING PROCEDURES The Executive Chairman informed that -
4. • he had been appointed as proxy for a number of members and he would vote in accordance with their instructions;
   • voting on the resolutions set out for the AGM would be conducted by poll in accordance with Bursa Malaysia Securities Berhad Main Market Listing Requirements and the Company's Constitution by way of online remote voting at the RPV platform ("e-voting");
   • Tricor Investor & Issuing House Services Sdn Bhd was appointed Poll Administrator for the polling process while Coopers Professional Scrutineers Sdn Bhd was appointed Scrutineers to validate the poll results.

At the request of the Executive Chairman, the Secretary briefly highlighted that the e- voting session commenced at the start of the Meeting and would continue until closure of the voting session and that the voting results would be announced at conclusion of the AGM. Members were to submit their questions at any time during the AGM using the Query Box provided via the RPV facility.

5. AGENDA ITEMS

The Executive Chairman proceeded with the business of the Meeting by reading out the agenda items and providing brief clarifications where necessary.

5.1 AGENDA NO. 1 -

AUDITED FINANCIAL STATEMENTS AND REPORTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

The first agenda item under the 'Ordinary Business' was on the laying of the audited financial statement of the Company for the financial year ended 30 June 2021 ("FY2021") together with the Reports of the Directors and Auditors thereon ("Audited Financial Statements").

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The Executive Chairman explained that the Audited Financial Statements were tabled/laid only for discussion as these did not require approval of the Members and hence not put for voting.

1. ORDINARY RESOLUTIONS 1 TO 4 -
   RE-ELECTION OF DIRECTORS RETIRING BY ROTATION PURSUANT TO ARTICLE 86 OF THE COMPANY'S CONSTITUTION ("Article 86")
   Ordinary Resolutions 1, 2, 3 and 4 were on the re-election of Tan Sri (Sir) Francis Yeoh Sock Ping, Dato' Yeoh Seok Hong, Dato' Yeoh Soo Min and Dato' Yeoh Soo Keng as Directors of the Company, respectively, who retired by rotation pursuant to Article 86.
2. ORDINARY RESOLUTION 5 -
   RE-ELECTION OF DIRECTOR RETIRING PURSUANT TO ARTICLE 85 OF THE COMPANY'S CONSTITUTION ("Article 85")
   Ordinary Resolution 5 was on the re-election of Tan Sri Ismail Bin Adam as Director of the Company, who retired pursuant to Article 85.
3. ORDINARY RESOLUTIONS 6 AND 7 -
   PAYMENT OF DIRECTORS' FEES AND MEETING ATTENDANCE ALLOWANCE TO THE NON-EXECUTIVE DIRECTORS
   Ordinary Resolutions 6 and 7 were on the payment of fees and meeting attendance allowance benefit to the Non-Executive Directors of the Company.
   The fees sought for under Ordinary Resolution 6 was for the sum of RM842,356 for FY2021 while a meeting attendance allowance of RM1,000 per meeting for each Non- Executive Director for the period from January 2022 to December 2022 was sought under Ordinary Resolution 7.
4. ORDINARY RESOLUTION 8 - RE-APPOINTMENT OF AUDITORS
   Ordinary Resolution 8 was on the re-appointment of PricewaterhouseCoopers PLT as Auditors of the Company and authorisation for the Directors to fix their remuneration.
5. ORDINARY RESOLUTION 9 -
   PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016
   Ordinary Resolution 9, which read as follows, was on the general authorisation for Directors to allot shares pursuant to Section 75 and 76 of the Companies Act, 2016:

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"THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, the Directors be and are hereby empowered to allot and issue shares in the Company at any time until the conclusion of the next Annual General Meeting 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 issued does not exceed 10% of the total number of issued shares of the Company for the time being or such other percentage as prescribed by Bursa Malaysia Securities Berhad ("Bursa Securities") and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities."

Explanatory notes on this resolution were set out in the notice convening the AGM.

5.7 ORDINARY RESOLUTION 10 -

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

Ordinary Resolution 10, which read as follows, was on the renewal of the authority to buy-back shares, details of which were set out in the Share Buy-Back Statement dated 29 October 2021:

"THAT subject to the Company's compliance with all applicable rules, regulations, orders and guidelines made pursuant to the Companies Act, 2016, the provisions of the Company's Constitution and the Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Listing Requirements") and the approvals of all relevant authorities, the Company be and is hereby authorised, to the fullest extent permitted by law, to buy back and/or hold from time to time and at any time such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interests of the Company ("the Proposed Share Buy-Back") provided that:-

1. The maximum number of shares which may be purchased and/or held by the Company at any point of time pursuant to the Proposed Share Buy-Back shall not exceed 10% of the total number of issued shares of the Company for the time being quoted on Bursa Securities provided always that in the event that the Company ceases to hold all or any part of such shares as a result of, amongst others, cancellation of shares, sale of shares on the market of Bursa Securities or distribution of treasury shares to shareholders as dividend in respect of shares bought back under the previous shareholder mandate for share buy-back which was obtained at the Annual General Meeting held on 1 December 2020, the Company shall be entitled to further purchase and/or hold such additional number of shares as shall (in aggregate with the shares then still held by the Company) not exceed 10% of the total number of issued shares of the Company for the time being quoted on Bursa Securities;
2. The maximum amount of funds to be allocated by the Company pursuant to the Proposed Share Buy-Back shall not exceed the retained profits of the Company at the time of purchase by the Company of its own shares; and
3. The shares purchased by the Company pursuant to the Proposed Share Buy- Back may be dealt with by the Directors in all or any of the following manner:-

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1. the shares so purchased may be cancelled; and/or
2. the shares so purchased may be retained in treasury for distribution as dividends to the shareholders and/or resold on the market of Bursa Securities and/or subsequently cancelled; and/or
3. part of the shares so purchased may be retained as treasury shares with the remainder being cancelled; and/or
4. transfer the shares, or any of the shares for the purpose of or under an employees' shares scheme; and/or
5. transfer the shares, or any of the shares as purchase consideration; and/or
6. deal with the shares in any other manner as may be permitted by the applicable laws and/or regulations in force from time to time;

AND THAT such authority shall commence upon the passing of this resolution, until the conclusion of the next Annual General Meeting of the Company or the expiry of the period within which the next Annual General Meeting is required by law to be held unless revoked or varied by Ordinary Resolution of the shareholders of the Company in general meeting, whichever occurs first, but so as not to prejudice the completion of a purchase made before such expiry date;

AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to give effect to the Proposed Share Buy-Back with full powers to amend and/or assent to any conditions, modifications, variations or amendments (if any) as may be imposed by the relevant governmental/regulatory authorities from time to time and with full power to do all such acts and things thereafter in accordance with the Companies Act, 2016, the provisions of the Company's Constitution and the Listing Requirements and all other relevant governmental/regulatory authorities."

5.8 ORDINARY RESOLUTION 11 -

PROPOSED RENEWAL OF SHAREHOLDER MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("RRPT")

Ordinary Resolution 11, which read as follows, was on the proposed renewal of shareholder mandate for RRPT with the related parties set out in section 2.3(a) of the Circular to Shareholders dated 29 October 2021:

"THAT the Company and/or its subsidiaries be and is/are hereby authorised to enter into recurrent related party transactions from time to time with related parties as specified in section 2.3(a) of the Circular to Shareholders dated 29 October 2021 ("Related Parties") subject to the following:-

1. the transactions are of a revenue or trading in nature which are necessary for the day-to-day operations of the Company and/or its subsidiaries and are transacted on terms consistent or comparable with market or normal trade practices and/or based on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders; and
2. disclosure is made in the annual report of the aggregate value of transactions conducted during the financial year pursuant to the shareholder mandate in accordance with the Bursa Malaysia Securities Berhad Main Market Listing Requirements;