Daibochi : Minutes of Annual General Meeting 2022

SCIENTEX PACKAGING (AYER KEROH) BERHAD

(Formerly known as DAIBOCHI BERHAD) Company No. 197201001354 (12994-W)

(Incorporated in Malaysia)

MINUTES OF THE FORTY-NINTH (49TH) ANNUAL GENERAL MEETING OF SCIENTEX PACKAGING (AYER KEROH) BERHAD (FORMERLY KNOWN AS DAIBOCHI BERHAD) (THE "COMPANY" OR "SPAK") (THE "COMPANY" OR "SPAK") HELD VIRTUALLY THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT AUDITORIUM, BANGUNAN SCIENTEX, NO. 9, PERSIARAN SELANGOR, SEKSYEN 15, 40200 SHAH ALAM, SELANGOR DARUL EHSAN ON WEDNESDAY, 7 DECEMBER 2021 AT 11.00 A.M.

PRESENT	:	Directors
		Mr. Choo Seng Hong (Chairman)
		Mr. Chang Chee Siong
		Ms. Tan Hong Koon
		Mr. Cham Chean Fong @ Sian Chean Fong
		Mr. Lim Kah Fan
		Madam Koh Huey Min
		Shareholders, Proxies and Corporate Representatives as per
		attendance list.
IN ATTENDANCE	:	Company Secretaries
		Ms. Tung Wei Yen
		Ms. Geetharani Rangganathan
BY INVITATION	: Auditor - Deloitte PLT
		Mr. Teo Swee Chua (Stanley)
		Poll Administrator
		Representatives of Tricor Investor & Issuing House Services Sdn Bhd
		Scrutineer
		Representative of Asia Securities Sdn Bhd
VIRTUAL	:	https://tiih.online("TIIH Online")
MEETING
PLATFORM

1. CHAIRMAN'S OPENING REMARKS

1. The emcee of the 49th Annual General Meeting of the Company ("AGM" or "Meeting"), Ms. Joey Wong introduced herself. On behalf of the Board of Directors and management of the Company, she welcomed all shareholders to the Meeting. She informed that the Company acknowledged general meetings serve as an important communication channel for shareholders' engagement. The Company will continue to adopt various modes of communication including embracing technologies to enhance shareholders' engagement. The Meeting was telecast live from the broadcast venue at the Company's headquarters located at Shah Alam. The remote participation and voting ("RPV") facilities adopted by the Company for online voting purposes was provided by the share registrar of the Company, Tricor Investor & Issuing House Services Sdn Bhd ("Tricor"). The emcee proceeded to invite the Chairman, Mr. Choo Seng Hong to commence the Meeting.
2. The Chairman, Mr. Choo Seng Hong chaired the AGM of the Company. The Chairman introduced all the Board members, Company Secretary and Auditor who were present at the broadcast venue.

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1.3 The Chairman invited the Company Secretary to confirm the quorum of the Meeting. The quorum was determined by the number of members logged-in at the commencement of the AGM. The Chairman called the Meeting to order at 11.38 a.m. after confirmation of the requisite quorum being logged-in at the commencement of the AGM.

2. NOTICE OF AGM

1. The Chairman informed all shareholders that the Notice of AGM dated 8 November 2022 having been issued to all shareholders within the prescribed period, was taken as read.
2. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of AGM and put to vote at the Meeting shall be voted by poll.

3. VOTING AND POLLING PROCEDURE

1. The Company had appointed Tricor as the Poll Administrator to facilitate the poll voting and Asia Securities Sdn Bhd as the independent Scrutineer to verify the poll results. The poll was conducted electronically via the RPV facilities provided by Tricor and the voting session had commenced from 11.00 a.m., until the Chairman announced the end of the voting session.
2. The Chairman then invited the Poll Administrator to brief the shareholders, proxies and corporate representatives on the online voting procedures through the RPV facilities. A short video by Tricor was played to demonstrate to the shareholders, corporate representatives and proxies who were present at the Meeting on the process for online voting via TIIH Online.

4. AGENDA OF THE AGM

4.1 The Chairman briefed the shareholders on the agenda items of the Meeting as set out in the Notice of AGM as follows:

1. The first agenda item stated on the Notice of AGM is to receive the Audited Financial Statements for the financial year ended 31 July 2022 together with the Reports of the Directors and Auditors thereon.
2. • The Chairman explained that the Audited Financial Statements for the financial year ended 31 July 2022 were for discussion only under this agenda, as it did not require shareholders' approval. Hence, it would not be put for voting.
3. The other resolutions that were set out in the Notice of AGM for voting purposes were displayed on the screen as follows:

No. Resolutions

1. To declare a single tier final dividend of 2.5 sen per ordinary share in respect of the financial year ended 31 July 2022 ("FY2022").
2. To approve the payment of Non-Executive Directors' fees amounting to RM68,000.00 for FY2022.
3. To re-elect Mr. Chang Chee Siong as a Director of the Company in accordance with Regulation 81 of the Company's Constitution.
4. To re-elect Ms. Tan Hong Koon as a Director of the Company in accordance with Regulation 87 of the Company's Constitution.

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No. Resolutions

1. To re-elect Mr. Cham Chean Fong @ Sian Chean Fong as a Director of the Company in accordance with Regulation 87 of the Company's Constitution.
2. To re-elect Mr. Choo Seng Hong as a Director of the Company in accordance with Regulation 87 of the Company's Constitution.
3. To re-elect Mr. Lim Kah Fan as a Director of the Company in accordance with Regulation 87 of the Company's Constitution.
4. To re-elect Madam Koh Huey Min as a Director of the Company in accordance with Regulation 87 of the Company's Constitution.
5. To re-appoint Deloitte PLT as the Auditors of the Company and to authorise the Directors to fix their remuneration.
6. To authorise the Directors to allot and issue shares pursuant to the Companies Act 2016.

11. To approve the Proposed Renewal of Share Buy-Back Authority.

12. To approve the Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions.

• The Chairman informed the participants of the Meeting that Scientex Berhad (being a major shareholder of the Company) and persons connected with it will abstain from voting on this resolution as Scientex Berhad is interested in this resolution.

The Company received requisition from a major shareholder of the Company, HSBC Nominees (Asing) Sdn Bhd - TNTC for Apollo Asia Fund Ltd pursuant to Section 323 of the Companies Act 2016, for the Company to table Resolutions 13 and 14 at the AGM.

1. The Company should commit to adoption of the best practices recommended in the Malaysian Code on Corporate Governance, Bursa Malaysia's Corporate Governance Guide, and other regulatory guidance as updated from time to time, and to any effort required to meet the highest rather than the minimum standards; adoption to be at the earliest opportunity in each respect, and any deviation fully explained in future annual reports and general meetings.
2. The Company resume the practice of quarterly briefings by senior management, open to interactive participation by all shareholders and investment analysts.

5. QUESTIONS AND ANSWERS SESSION

5.1 The Chairman informed that the Company has received a letter from the Minority Shareholders Watch Group ("MSWG") dated 30 November 2022 and questions submitted by shareholders prior to the AGM. He invited the emcee to read out the aforesaid questions and the Company's responses (as set out in the Company's letter to the MSWG dated 6 December 2022). The questions received from the MSWG and shareholders prior to the AGM and the Company's responses were displayed on the screen (attached hereto as Appendices I and II). On behalf of the Board, the emcee thanked the MSWG for raising the questions in the interest of all shareholders.

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5.2 The Chairman informed the shareholders and proxies that they may submit their questions and message during the AGM via query box in the RPV facilities and the Company will endeavour to answer the said questions during the meeting. He then invited Executive Director, Ms. Tan Hong Koon to answer the live questions. The questions raised by the shareholders during the AGM and answered by Ms. Tan were displayed on the screen (attached hereto as Appendix III). Ms. Tan also informed the attendees that the questions that the Company was not able to respond to during the AGM will be attended to after the conclusion of the Meeting and published in the Company's website (attached hereto as Appendix III).

6. POLLING PROCESS

1. The Chairman thanked all the shareholders for all the questions. With regard to the voting session, the Chairman reminded all shareholders that the online voting session had been opened since the commencement of the Meeting and the voting session would continue for another 5 minutes.
2. Thereafter, the Chairman declared the online voting session closed and adjourned the meeting for the Scrutineer to verify the poll results.

7. ANNOUNCEMENT OF POLL RESULTS

7.1 The Chairman referred the shareholders to the poll results displayed on the screen. Based on the following poll results, the Chairman declared that Resolutions 1 to 12 in the Notice of AGM were accepted by the shareholders. Resolutions 13 and 14 tabled at the AGM were not carried.

Resolution(s)	Vote For	Vote Against	Total Votes
	No. of Units	%	No. of Units	%	No. of Units	%
Resolution 1	330,013,456	99.9999	2	0.0000	330,013,458	100.0000
Resolution 2	330,006,996	99.9986	4,762	0.0014	330,011,758	100.0000
Resolution 3	329,894,997	99.9641	118,461	0.0359	330,013,458	100.0000
Resolution 4	329,874,797	99.9580	138,661	0.0420	330,013,458	100.0000
Resolution 5	293,769,673	89.0175	36,243,785	10.9825	330,013,458	100.0000
Resolution 6	329,861,797	99.9540	151,661	0.0460	330,013,458	100.0000
Resolution 7	293,769,673	89.0175	36,243,785	10.9825	330,013,458	100.0000
Resolution 8	293,769,673	89.0175	36,243,785	10.9825	330,013,458	100.0000
Resolution 9	330,011,756	99.9995	1,702	0.0005	330,013,458	100.0000
Resolution 10	293,734,463	89.0335	36,179,995	10.9665	329,914,458	100.0000
Resolution 11	274,817,913	83.2748	55,195,545	16.7252	330,013,458	100.0000
Resolution 12	55,120,694	99.7973	111,961	0.2027	55,232,655	100.0000
Resolution 13	77,939,662	23.6171	252,073,796	76.3829	330,013,458	100.0000
Resolution 14	77,939,662	23.6171	252,073,796	76.3829	330,013,458	100.0000

8. CLOSURE OF AGM

8.1 There being no further business to be transacted, the Chairman declared the Meeting concluded at 12.30 p.m. and thanked the attendees for their presence.

CONFIRMED CORRECT

- Approved -

……………...............................

CHAIRMAN

Date: 28 December 2022

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Appendix I

Questions from the Minority Shareholders Watch Group

No. Questions	The Company's Responses / Answers
Operational & Financial Matters

1. Despite an increase of 28.6% in Reply to Q1(a):

revenue to RM774.05 million in The Company has seen easing of major raw

FY2022 from RM601.87 million in the	material prices with costs fluctuations ranging
year before, SPAK posted a lower net	from 6% to 15% since end of FY2022 tilldate.
profit of RM43.15 million (FY2021:	Freight charges has also been on the down trend.
RM47.03 million) due to elevated	Barring unforeseen circumstances, we remain
production costs due to volatile raw	cautiously optimistic that we should be able to
material	prices,	labour shortage,	achieve better performance for FY2023.
shipping and logistics disruption (page
8 of AR2022).			Reply to Q1(b):
				Lead time varies depending on products. Due to
a) The factors above squeezed	supply chain disruptions, the Company has taken
SPAK's net profit margin to	pro-active steps to manage lead time
5.57% compared to 7.8% and	requirements by communicating closely with
7.7% in the two years before. Will	customers as well as managing raw material
there be a recovery in SPAK's	inventory and lead time delivery with suppliers.
profitability in FY2023? Has the	The Company also has back up plants with
Company seen any signs of	capacity to meet customers' urgent lead times to
easing raw material prices (e.g.,	minimise the impact from such supply chain
resin)	and	supply	chain	disruptions.

bottlenecks?

1. How different is the lead time before and after factoring in the supply chain disruptions in FY2022? What is the average lead time recorded in the past?

2. SPAK allocated more than RM100 For the RM100 million initially allocated, the million in FY2020 and FY2021 to Company has substantially completed its increase its production capacity by capacity expansion pending the installation and

35% to 40%. The expansion is	commissioning of the last machinery. At present,
expected to be completed in the first	the utilisation rate is about 60%. The expanded
half of FY2023.	capacity will enable the Company to position itself
	strategically to capture new business

1. What is the progress in opportunities in the markets that the Company

completing the capacity operates in. expansion? Is SPAK on track to

complete it by the first half of FY2023?

1. What is the current and expected utilisation rate of SPAK's plants after the completion of the expansion exercise?

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