Deleum Berhad : Minutes of 16th AGM

DELEUM BERHAD

Registration No.: 200501033500 (715640-T)

(Incorporated in Malaysia)

Minutes of the Sixteenth Annual General Meeting of the Deleum Berhad ("Deleum" or the "Company") held fully virtual at Online Meeting Platform at TIIH Online website at https://tiih.onlineprovided by Tricor Investor & Issuing House Services Sdn. Bhd. in Malaysia on Wednesday, 23 June 2021 at 10.00 a.m.

Present	: Board of Directors
	YBhg Dato' Izham bin Mahmud	-	Non-Executive Chairman
	YBhg Datuk Vivekananthan a/l	-	Non-Executive Deputy Chairman
	M.V. Nathan
	En Nan Yusri bin Nan Rahimy	-	Group Managing Director
			("Group MD")
	YBhg Datuk Ishak bin Imam	-	Independent Director
	Abas
	YBhg Datuk Ir (Dr) Abdul Rahim	-	Senior Independent Director
	bin Hashim
	YBhg Datuk Noor Azian binti	-	Independent Director
	Shaari
	Mr Lee Yoke Khai, Gary	-	Independent Director
	Datuk Manharlal a/l Ratilal,	-	Independent Director
	George
In Attendance	: Ms Lee Sew Bee	-	Company Secretary
	Ms Jayanthi a/p Gunaratnam	- Group Chief Financial Officer
			("Group CFO")
	Representatives from Messrs PricewaterhouseCoopers PLT
	Ms Soo Kwai Fong	-	Partner
	Mr Ong Ching Chuan
	Mr Irvin Menezes
	Mr Liau Yoon Siong

Attendance of Shareholders (As per the Attendance Lists):

1. The number of shareholders logging in remotely at commencement of meeting was 81.
2. The number of proxies received appointing the Chairman was 9. The total number of proxies received was 22.

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Deleum~16th AGM~23 June 2021

1. ADDRESS BY THE CHAIRMAN
   The Chairman, on behalf of the Board of Directors, welcomed the shareholders, proxies, authorised representatives, and the members of the management team of the Company to the fully virtual Sixteenth Annual General Meeting ("AGM") through live streaming. Thereafter, the Chairman introduced the members of the Board of Directors, the Company Secretary, the Group CFO and the audit partner of Messrs PricewaterhouseCoopers PLT who were present at the meeting. The Chairman informed that the AGM was conducted in a virtual manner due to the impact of the COVID-19 pandemic, in adherence to the Guidelines and FAQs on the Conduct of General Meetings issued by the Securities Commission and the advice of the health authorities with regards to the practice of preventive measures to stem the spread of the COVID-19 virus.
2. QUORUM
   The Company Secretary confirmed that the quorum was present, i.e. at least three (3) members inclusive of those who had logged in at the start of the meeting by proxy or representatives (for corporations), representing not less than one-third of the issued shares of the Company.
   As the requisite quorum was present, the Chairman called the meeting to order.
3. NOTICE
   The notice convening the meeting dated 20 May 2021 was taken as read.
   The Chairman informed that the AGM was a principal forum for dialogue with shareholders and invited all shareholders to enquire about the agenda and the resolutions to be tabled at the AGM. The Chairman thereafter explained how questions may be raised during the meeting.
   The Chairman advised that pursuant to Paragraph 8.29(A)(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the AGM would be voted by poll, which would be conducted electronically via the Remote Participation and Voting ("RPV") facility provided by Tricor Investor & Issuing House Sdn. Bhd. ("Poll Administrator" or "TIIH"), the appointed poll administrators, and would be verified by Asia Securities Sdn. Bhd.
   ("Scrutineers"), who had been appointed as the independent scrutineers. He further informed that voting on the resolutions could be done at any time throughout the meeting until the closure of the voting session and the result of the poll voting would be announced after the Scrutineers had verified the poll results after the voting session was closed. The Poll Administrator was invited to explain the voting procedures through the RPV facility.

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Deleum~16th AGM~23 June 2021

AS ORDINARY BUSINESS

4. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020

The Chairman then presented the Group's Audited Financial Statements for the financial year ended 31 December 2020 to the meeting. He informed that under the Companies Act 2016 ("the Act"), the audited financial statements were required to be laid before the meeting and did not require a resolution to be put to vote.

The Chairman declared that the Audited Financial Statements for the financial year ended 31 December 2020 had in accordance with the Act, been properly laid and received.

RESOLUTION 1:

5. RE-ELECTION OF DATUK NOOR AZIAN BINTI SHAARI AS A DIRECTOR OF THE COMPANY IN ACCORDANCE WITH CLAUSE 88 OF THE CONSTITUTION OF THE COMPANY

The meeting proceeded with the next item on the agenda, which was the re-election of Datuk Noor Azian binti Shaari as Director of the Company in accordance with Clause 88 of the Company's Constitution. The Chairman shared that Datuk Noor Azian binti Shaari, who was eligible for re-election, had confirmed her willingness to be re- elected.

RESOLUTION 2:

6. RE-ELECTION OF DATUK MANHARLAL A/L RATILAL AS A DIRECTOR OF THE COMPANY IN ACCORDANCE WITH CLAUSE 86 OF THE CONSTITUTION OF THE COMPANY

The meeting proceeded with the next item on the agenda, which was the re-election of Datuk Manharlal a/l Ratilal as Director of the Company in accordance with Clause 86 of the Company's Constitution. The Chairman shared that Datuk Manharlal a/l Ratilal, who was eligible for re-election, had confirmed his willingness to be re-elected.

RESOLUTION 3:

7. DIRECTORS' FEES AND BENEFITS FROM 24 JUNE 2021 UNTIL THE NEXT ANNUAL GENERAL MEETING

The meeting moved to the next item on the agenda pertaining to the payment of Directors' fees and benefits to Non-Executive Directors up to an amount of RM1,700,000 from 24 June 2021 until the next AGM of the Company to be held in 2022.

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Deleum~16th AGM~23 June 2021

RESOLUTION 4

8. RE-APPOINTMENT OF AUDITORS

The motion on the re-appointment of Messrs PricewaterhouseCoopers PLT as the Auditors of the Company until the conclusion of the next AGM and to authorise the Board of Directors to fix their remuneration was tabled. The Chairman informed that Messrs PricewaterhouseCoopers PLT had expressed their willingness to continue in office.

AS SPECIAL BUSINESS

RESOLUTION 5

9. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

The Chairman informed that the passing of the proposed ordinary resolution 5 ("Proposed Resolution") would give authority to the Board of Directors to allot and issue ordinary shares not exceeding ten percent (10%) of the total number of issued shares of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit pursuant to Sections 75 and 76 of the Act. The Chairman further explained that there was no corporate exercise or event requiring an issue of shares under this proposed resolution at the point of time of reporting. The Proposed Resolution was tabled merely to facilitate any such occasions, when a need arises. Such authority shall continue to be in force until the conclusion of the next AGM of the Company.

RESOLUTIONS 6 AND 7

10. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AS SET OUT IN THE CIRCULAR TO SHAREHOLDERS DATED 21 MAY 2021

The meeting proceeded with the proposed ordinary resolutions 6 and 7 on the agenda in relation to the Proposed Shareholders' Mandate for the Company's subsidiaries to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature with certain related parties as set out in Sections 2.5(1) and 2.5(2) of the Company's Circular to Shareholders dated 21 May 2021. The full text of the proposed ordinary resolutions was set out in the Notice of Meeting and were taken as read.

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Deleum~16th AGM~23 June 2021

RESOLUTION 8

1. RETENTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
   The meeting then moved on to the next item on the agenda pertaining to the retention of Datuk Ishak bin Imam Abas, who had served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, to continue to act as Independent Non-Executive Director of the Company until the conclusion of the next AGM.
   The Chairman informed that the independence of Datuk Ishak bin Imam Abas had been assessed by the Joint Remuneration and Nomination Committee and the Board of Directors, including engaging an independent third party to conduct the independence evaluation. The Board of Directors recommended that Datuk Ishak bin Imam Abas be retained as Independent Non-Executive Director based on the independence assessment.
2. ANY OTHER BUSINESS
   The Chairman informed that no notice had been received to transact any other business at the Company's AGM.
3. PERFORMANCE REPORT
   The Chairman then invited the Group MD, En Nan Yusri bin Nan Rahimy to present the Group's financial highlights and business activities for the financial year 2020.
   The Group MD's presentation covered the following areas:
4. 1. Corporate Statement - Mission, Vision, Core Values;
   2. About Deleum;
   3. 2020 Financial Highlights;
   4. Dividend Policy & History;
   5. Contract Highlights;
   6. Looking Ahead; and
   7. Governance and Internal Control.

The Group MD's presentation slides are available in the Group's website.

14. QUESTIONS & ANSWERS

The Group MD addressed the questions received from the shareholders, which were submitted through the TIIH platform prior to the AGM and those received via the online query box. The questions raised and answers provided are listed in the Appendix I to the Minutes of the meeting.

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