HeiTech Padu Berhad : Notice of 27th AGM

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE TWENTY-SEVENTH (27TH) ANNUAL GENERAL MEETING ("AGM") OF HEITECH PADU BERHAD ("THE COMPANY") WILL BE CONDUCTED AS A FULLY VIRTUAL MEETING VIA OUR SHARE REGISTRAR'S WEBSITE AT https://tiih.online/ IN MALAYSIA ON THURSDAY, 23 JUNE 2022 AT 10:30 A.M. FOR THE FOLLOWING PURPOSES:

AGENDA

AS ORDINARY BUSINESS

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

• 2. To re-elect the following Directors who are retiring by rotation in accordance with Article 82 of the Company's Constitution:

  (Please refer to Explanatory Notes to the Agenda No. 2)

  • (i) Dato' Sri Mohd Hilmey Bin Mohd Taib

  • (ii) Puan Wan Ainol Zilan Binti Abdul Rahim

  • (iii) Encik Hamzah Bin Mahmood

• 3. To re-elect the following Directors, who are retiring in accordance with Article 85 of the Company's Constitution:

  • (i) Encik Razalee Bin Amin

  • (ii) Mr. Chong Seep Hon

  • (iii) Encik Nik Mustapha Bin Nik Mohamed

• 4. To approve the payment of Directors' Fees, amounting to RM 240,000 for the financial year

• ended 31 December 2021.

• 5. To approve the payment of Directors' benefits for the period 24 June 2022 until the next AGM. (Please refer to Explanatory Notes to the Agenda No. 3)

• 6. To approve the provision of Chairman's Allowances of RM3,000 per month for the Chairman of HeiTech Padu Berhad.

• 7. To re-appoint Messrs. Al Jafree Salihin Kuzaimi PLT (Salihin) as Auditors for the ensuing year and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS:

Please refer to

Explanatory Notes to the Agenda No. 1

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9

Resolution 10

To consider and, if thought fit, to pass the following Ordinary Resolution with or without modifications:

8. Proposed Authority to Issue Shares.

"THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, the Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and subject to the approvals of the relevant governmental/ regulatory authorities, the Directors be and are hereby authorised to issue shares of 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 issued capital of the Company for the time being AND THAT the Directors be and also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until the conclusion of the next AGM of the Company."

By Order of the Board HEITECH PADU BERHADResolution 11

SITI SHAHWANA BINTI ABDUL HAMID (MAICSA 7018383)

AMIR ZAHINI BIN SAHRIM (MAICSA 7034464)

Company Secretaries

Subang Jaya

29 April 2022

Notes:

• 1. IMPORTANT NOTICE

  An online meeting platform used to conduct the meeting can be recognised as the meeting venue as required under Section 327 (2) of the Companies Act 2016, provided that the online platform is located in Malaysia.

  Shareholders are to attend, speak (including posing questions to the Board via real-time submission of typed texts) and vote (collectively, "participate") remotely at the 27th AGM via the Remote Participation and Voting facilities ("RPV") provided by Tricor Investor & Issuing House Services Sdn. Bhd. ("Tricor") via its TIIH Online website at https://tiih.online. Please follow the Procedures for RPV in the Administrative Guideline and take note of Notes (2) to (12) below to participate remotely via RPV.

• 2. For the purpose of determining who shall be entitled to participate in this AGM via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to make available to the Company, the Record of Depositors as of 16 June 2022. Only a member whose name appears on this Record of Depositors shall be entitled to participate in this AGM via RPV.

• 3. A member who is entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to participate in his/her place. A proxy may but need not be a member of the Company.

• 4. A member of the Company who is entitled to attend and vote at a general meeting of the Company may appoint not more than two (2) proxies to participate instead of the member at the AGM via RPV. Where there are two (2) proxies, the number of shares to be represented by each proxy must be stated.

• 5. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 ("Central Depositories Act"), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.

• 6. Where the appointment is executed by a corporation, it must be either under its Common Seal or the hand of its officer or attorney duly authorised.

• 7. A member who has appointed a proxy or attorney or authorised representative to attend, participate, speak, and vote at this AGM via RPV must request his/her proxy to register himself/herself for RPV at TIIH Online website athttps://tiih.online. Please follow the procedures for RPV in the Administrative Guideline.

• 8. The appointment of proxy may be made in hard copy & electronic form in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment proposes to vote:

  a) Hard copy form

In the case of an appointment made in hard copy form, the proxy form must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

b)

Electronic form

The form of proxy can be electronically submitted via Tricor's TIIH Online website athttps://tiih.online. Kindly refer to the Procedure for Electronic Submission of Form of Proxy.

9.

Please ensure ALL the particulars as required in the proxy form are completed, signed, and dated accordingly.

• 10. Last date and time for lodging the proxy form is Monday, 20 June 2022 at 10.30 a.m.

• 11. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.

12. Pursuant to Paragraph 8.29A(1) of the Main Market ListingHeiTech Padu Berhad 199401024950 (310628-D)

Requirements of Bursa Malaysia Securities Berhad, all the Resolutions set out in this Notice will be put to the vote by way of a poll. Independent Scrutineers will be appointed to conduct the polling process and to verify the results of the poll.

EXPLANATORY NOTES TO THE AGENDA

1. Item 1 of the Agenda

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

This is meant for discussion only, as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require formal approval of the shareholders for the Audited Financial Statements. Hence, this item of the Agenda is not put forward for voting.

2.

Item 2 of the Agenda

The Board supported the reappointment of Directors seeking for re-election as the Directors fulfill the criteria as prescribed by Paragraph 2.2A of the Main Market Listing Requirement of Bursa Malaysia.

3.

Item 5 of the Agenda

To approve the payment of Directors' benefits for the period 24 June 2022 until the next Annual General Meeting. Section 230(1) of the Companies Act 2016 provides amongst others, that "fees" of the Directors and "any benefits" payable to Directors of a listed company and its subsidiaries shall be approved at a general meeting.

Pursuant thereto, shareholders' approval is sought for this payment in Resolution 8 for payment of Directors' benefits to Non-Executive Directors from 24 June 2022 until the next Annual General Meeting of the Company.

The Directors' benefits payable to the Non-Executive Directors until the next Annual General Meeting of the Company are calculated based on the current composition and/or future appointments of the Board and Board Committees and the number of meetings scheduled for the Board and Board Committees.

Resolution 8 on the payment of Directors' benefits for the period from 24 June 2022 until the next Annual General Meeting of the Company, sets out in the manner below:

4.

Meeting allowances (Per Meeting)	Chairman	Member
Board of Directors Meeting	RM2,500	RM2,000
Audit Committee Meeting	RM2,500	RM2,000
Risk Management Committee
Meeting	RM2,500	RM2,000
Nomination & Remuneration
Committee Meeting	RM2,500	RM2,000
ESOS Committee Meeting	RM2,500	RM2,000
Any new Board Committees
established by the Board of Directors	RM2,500	RM2,000
Item 6 of the Agenda

To approve the provision of Chairman's Allowances of RM3,000 per month for the Chairman of HeiTech Padu Berhad.

In view of the retainment of Y.Bhg Tan Sri Dato' Sri Abi Musa Asa'ari Bin Mohamed Nor as Chairman of HeiTech Padu Berhad, the remuneration will commensurate with the Chairman's responsibilities, commitment, and contribution with reference to his statutory duties, the complexity of the Group's businesses and increased expectation of various stakeholders.

5.

Item 8 of the Agenda

Proposed Authority to Issue Shares

The Company has not issued any new shares under the general mandate for issuance and allotment of shares up to an aggregate amount not exceeding 10% of the issued and paid-up capital of the Company, which was approved at the 26th Annual General Meeting held on 24 June 2021, and which will lapse at the conclusion of the 27th Annual General Meeting to be held on 23 June 2022. A renewal of this mandate is sought at the 27th AGM under proposed Ordinary Resolution 11.

The proposed Ordinary Resolution 11 if passed, is primarily to give flexibility to the Board of Directors to issue and allot ordinary shares in the capital of the Company up to an aggregate amount not exceeding 10% of the issued and paid-up share capital of the Company for the time being, at any time in their absolute discretion in the interest of the Company, without having to convene a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting.

The purpose of the general mandate is for possible fundraising exercises including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital and/or acquisitions.