Ajinomoto Malaysia : 62nd AGM Notice

AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixty-Second ("62nd") Annual General Meeting ("AGM") of the Company will be held on a virtual basis hosted on Securities Services e-Portal at https://sshsb.net.my/ at the broadcast venue, which is the main venue of the AGM, at the Meeting Room of Securities Services (Holdings) Sdn. Bhd., Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan on Tuesday, 29 August 2023 at 10:00 a.m. for the following purposes:-

	AGENDA	(Please refer to the
1.	To receive the Audited Financial Statements for the financial year ended 31 March 2023
Notes to the Notice of
	together with the Reports of the Directors and the Auditors thereon.	62nd AGM No. 1)
2.	To approve the payment of Directors' fees amounting to RM297,438 for the financial year	(Resolution 1)
	ended 31 March 2023.
3.	To approve the payment of Directors' benefits up to an amount of RM650,000 from 30 August	(Resolution 2)
	2023 until the date of the next Annual General Meeting of the Company.
4.	To approve the gratuity payment of RM200,355.40 to Mr. Koay Kah Ee, the former Independent	(Resolution 3)
	Non-Executive Director of the Company, Chairman of the Audit Committee and member of
	the Nomination Committee and Remuneration Committee of the Company respectively, in
	recognition and appreciation of his past service and contribution to the Company.
5.	To approve the gratuity payment of RM113,133.33 to Encik Kamarudin Bin Rasid, the former	(Resolution 4)
	Executive Director of the Company, in recognition and appreciation of his past service and
	contribution to the Company.
6.	To approve the gratuity payment of RM160,758.33 to Mr. Dominic Aw Kian-Wee,	(Resolution 5)
	the former Independent Non-Executive Director of the Company, Chairman of the
	Nomination Committee and member of the Audit Committee and Remuneration

Committee of the Company respectively, in recognition and appreciation of his past service and contribution to the Company.

7. To re-elect the following Directors who are due to retire pursuant to Clause 119 of the Company's Constitution and being eligible, have offered themselves for re-election:-

(a) Ms. Elaine Tan Ai Lin;	(Resolution 6)
(b) Mr. Yong Kum Cheng; and	(Resolution 7)
(c) Mr. Riichiro Osawa.	(Resolution 8)

8. To re-elect the following Directors who are due to retire pursuant to Clause 120 of the Company's Constitution and being eligible, have offered themselves for re-election:-

(a)	Ms. Noriko Fujimoto; and	(Resolution 9)
(b)	Mr. Cheong Heng Choy.	(Resolution 10)
9. To re-appoint Messrs. KPMG PLT as Auditors of the Company until the conclusion of the	(Resolution 11)
next Annual General Meeting of the Company and to authorise the Directors to fix their
remuneration.

102	ANNUAL REPORT 2023

AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)

NOTICE OF

ANNUAL GENERAL MEETING

(cont'd.)

As Special Business
To consider and if thought fit, with or without any modification, to pass the following Ordinary
Resolutions: -
10. ORDINARY RESOLUTION NO. 1:
- AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016	(Resolution 12)
"THAT pursuant to the Companies Act 2016 ("the Act"), the Constitution of the Company
and the approvals from Bursa Malaysia Securities Berhad ("Bursa Securities") and any other
relevant governmental and/or regulatory authorities, the Directors be and are hereby
empowered pursuant to the Act, to issue and allot shares in the capital of the Company
from time to time at such price and upon such terms and conditions, for such purposes and
to such person or persons whomsoever the Directors may in their absolute discretion deem
fit provided always that the aggregate number of shares issued pursuant to this resolution
does not exceed ten percent (10%) of the total number of issued shares of the Company for
the time being;
THAT in connection with the above, pursuant to Section 85 of the Act to be read together
with Clause 14 of the Constitution of the Company, that approval be and is hereby given
to waive the statutory pre-emptive rights of the shareholders of the Company to be offered
new shares of the Company ranking equally to the existing issued shares arising from any
issuance of new shares in the Company pursuant to the Act;
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; AND FURTHER THAT such
authority shall commence immediately upon the passing of this resolution and continue to
be in force until the conclusion of the next Annual General Meeting of the Company."
11. ORDINARY RESOLUTION NO. 2:	(Resolution 13)

• PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

"THAT subject to the provisions of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given for the Proposed Renewal of Existing Shareholders' Mandate for the Company to enter into and to give effect to the category of the recurrent transactions of a revenue or trading nature from time to time with the Related Party as specified in Section 2.3 of the Circular to Shareholders dated 28 July 2023, provided that such transactions are:-

1. recurrent transactions of a revenue or trading nature;
2. necessary for the Company's day-to-day operations;
3. 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
4. not to the detriment of minority shareholders,

(the "Mandate");

ANNUAL REPORT 2023

103

AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)

NOTICE OF

ANNUAL GENERAL MEETING

(cont'd.)

AND THAT such authority shall commence upon the passing of this resolution and shall continue to be in force until:-

1. the conclusion of the next Annual General Meeting of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the next Annual General Meeting, the authority is renewed;
2. the expiration of the period within which the next Annual General Meeting after that date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
3. revoked or varied by resolution passed by the shareholders in a general meeting; whichever is the earlier;

AND FURTHER THAT the Directors 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 effect to the Mandate."

12. To transact any other ordinary business of which due notice shall have been given. By Order of the Board

CHUA SIEW CHUAN (MAICSA 0777689) (SSM PC NO. 201908002648)

YEOW SZE MIN (MAICSA 7065735) (SSM PC NO. 201908003120)

Company Secretaries

Kuala Lumpur

Dated : 28 July 2023

Explanatory Notes: -

1. Resolution 3 - Approval for Gratuity Payment to Mr. Koay Kah Ee
   The proposed gratuity payment is a token of appreciation to Mr. Koay Kah Ee for his past service, dedication and contribution to the Company during his tenure in office as the Independent Non-Executive Director of the Company, Chairman of the Audit Committee and member of the Nomination Committee and Remuneration Committee of the Company respectively, in line with the Company's remuneration policy where Directors are entitled to receive a gratuity payment upon their resignation or retirement from office.
   The proposed gratuity payment is tabled for the approval of the shareholders in compliance with Section 230(1) of the Companies Act 2016 and Paragraph 7.24 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which require that benefits payable to the directors of a listed company be approved at a general meeting.
2. Resolution 4 - Approval for Gratuity Payment to Encik Kamarudin Bin Rasid
   The proposed gratuity payment is a token of appreciation to Encik Kamarudin Bin Rasid for his past service, dedication and contribution to the Company during his tenure in office as an Executive Director of the Company, in line with the Company's remuneration policy where Directors are entitled to receive a gratuity payment upon their resignation or retirement from office.
   The proposed gratuity payment is tabled for the approval of the shareholders in compliance with Section 230(1) of the Companies Act 2016 and Paragraph 7.24 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which require that benefits payable to the directors of a listed company be approved at a general meeting.

104	ANNUAL REPORT 2023

AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)

NOTICE OF

ANNUAL GENERAL MEETING

(cont'd.)

1. Resolution 5 - Approval for Gratuity Payment to Mr. Dominic Aw Kian-Wee
   The proposed gratuity payment is a token of appreciation to Mr. Dominic Aw Kian-Wee for his past service, dedication and contribution to the Company during his tenure in office as the Independent Non-Executive Director of the Company, Chairman of the Nomination Committee and member of the Audit Committee and Remuneration Committee of the Company respectively, in line with the Company's remuneration policy where Directors are entitled to receive a gratuity payment upon their resignation or retirement from office.
   The proposed gratuity payment is tabled for the approval of the shareholders in compliance with Section 230(1) of the Companies Act 2016 and Paragraph 7.24 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which require that benefits payable to the directors of a listed company be approved at a general meeting.
2. Resolutions 6 to 10 - Re-election of Directors
   Clause 119 of the Company's Constitution stipulates that a Director appointed by the Board either to fill a casual vacancy or as an addition to the existing Board, shall hold office until the conclusion of the next AGM of the Company and shall be eligible for re-election at such meeting. Ms. Elaine Tan Ai Lin, Mr. Yong Kum Cheng and Mr. Riichiro Osawa who were appointed to the Board on 24 February 2023, 1 April 2023 and 1 July 2023, respectively, being eligible, have offered themselves for re-election at the 62nd AGM of the Company pursuant to Clause 119 of the Company's Constitution.
   Clause 120 of the Company's Constitution stipulates that one-third (1/3) of the Directors for the time being or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office at each AGM and be eligible for re-election provided always that all Directors including the Managing Director shall retire from office at least once every three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the general meeting at which he retires. Ms. Noriko Fujimoto and Mr. Cheong Heng Choy, being eligible, have offered themselves for re-election at the 62nd AGM of the Company pursuant to Clause 120 of the Company's Constitution.
   For the purpose of determining the eligibility of the Director to stand for re-election at the 62nd AGM of the Company, the Board of Directors through its Nomination Committee had reviewed and assessed each of the retiring Directors from the annual assessment and evaluation of the Board of Directors for the financial year ended 31 March 2023, including fit and proper assessment.
   Based on the results of the annual evaluations, the Board of Directors is satisfied with the performance and contributions of the retiring Directors and supports the re-election based on the following considerations:
3. 1. able to meet the Board of Directors' expectations in terms of character, experience, integrity, competency and time commitment in discharging their roles as Directors of the Company;
   2. exercised due care and carried out professional duties proficiently; and
   3. level of independence demonstrated by the Independent Non-Executive Director, where relevant.

The retiring Directors have consented to their re-election and abstained from deliberations and decisions on their own eligibility to stand for re-election at the meetings of the Board and Nomination Committee, where relevant.

5. Resolution 12 - Authority to Issue Shares pursuant to the Companies Act 2016

The Company had been granted a general mandate on the authority to issue shares pursuant to the Companies Act 2016 ("Act") by its shareholders at the Sixty-First Annual General Meeting of the Company held on 30 August 2022 (hereinafter referred to as the "Previous Mandate"). The Company wishes to renew the said mandate at the 62nd AGM of the Company (hereinafter referred to as the "New Mandate") and seek for waiver of pre-emptive rights under Section 85 of the Act read together with Clause 14 of the Constitution of the Company.

The Previous Mandate granted by the shareholders had not been utilised and hence no proceed was raised therefrom.

ANNUAL REPORT 2023

105

AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)

NOTICE OF

ANNUAL GENERAL MEETING

(cont'd.)

The purpose to seek the New Mandate is to provide flexibility to the Company for allotment of shares for any possible fund raising activities for the purpose of funding working capital without convening a general meeting as it would be both time and cost-consuming to organise a general meeting.

Pursuant to Section 85 of the Act read together with Clause 14 of the Constitution of the Company, shareholders have pre-emptive rights to be offered any new shares in the Company which rank equally to the existing issued shares in the Company or other securities.

That proposed Resolution 12, if passed, the shareholders of the Company shall agree to waive their statutory preemptive right and thus, would allow the Directors to issue new shares to any person under authority to issue shares pursuant to the Act without having to offer new shares to be issued equally to all existing shareholders of the Company prior to issuance.

6. Resolution 13 - Proposed Renewal of Existing Shareholders' Mandate for Recurrent Related Party Transactions of a

Revenue or Trading Nature (hereinafter referred to as "the Proposal")

The Proposal will enable the Company and its affiliated companies to enter into any of the recurrent related party transactions of a revenue or trading nature which are necessary for the Company's day-to-day operations, subject to the transactions being 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 are not to the detriment of the minority shareholders of the Company.

Please refer to the Circular to Shareholders dated 28 July 2023 for more information.

Notes to the Notice of the 62nd AGM:-

1. This Agenda item is meant for discussion only, as the provision of Section 340(1)(a) of the Companies Act 2016 does not require a formal approval of the members/shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
2. The 62nd AGM will be conducted on a virtual basis by way of live streaming and online remote voting via the Remote Participation and Voting ("RPV") facilities to be provided by SS E Solutions Sdn. Bhd. via Securities Services e-Portal's platform at https://sshsb.net.my. Please read carefully and follow the procedures provided in the Administrative Guide in order to register, participate and vote remotely via the RPV facilities.
3. With the RPV facilities, the members, proxies and/or corporate representatives are strongly encouraged to exercise their rights to participate (including to pose questions to the Chairman, Board of Directors or Management) and vote at the 62nd AGM.
   As guided by the Securities Commission Malaysia's Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed Issuers and its subsequent amendments, the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all members, proxies and/or corporate representatives shall communicate with the main venue of the 62nd AGM via real time submission of typed texts through a text box within Securities Services e-Portal's platform during the live streaming of the 62nd AGM as the primary mode of communication. In the event of any technical glitch in this primary mode of communication, members, proxies and/or corporate representatives may email their questions to [e-mail] during the 62nd AGM. The questions and/or remarks submitted by the members, proxies and/or corporate representatives will be responded by the Chairman, Board of Directors and/or Management during the Meeting.
4. In respect of deposited securities, only members whose names appear in the Record of Depositors on 23 August 2023 (General Meeting Record of Depositors) shall be eligible to attend, speak and vote at this Meeting.
5. A member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to exercise all or any of his rights to attend, participate, speak and vote in his stead. A member may appoint more than one (1) proxy in relation to a meeting, provided that the member specifies the proportion of the member's shareholdings to be represented by each proxy, failing which the appointment shall be invalid.

106	ANNUAL REPORT 2023