Hap Seng Plantations : AGM Document

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 14th annual general meeting of Hap Seng Plantations Holdings Berhad will be conducted by way of a fully virtual meeting with its broadcast venue at the Kinabalu Room, Ground Floor, Menara Hap Seng, Jalan P. Ramlee, 50250 Kuala Lumpur on Monday, 24 May 2021 at 10am to transact the following:-

AGENDA

ORDINARY BUSINESS

1. To table the audited financial statements for the financial year ended 31 December 2020 together with the reports of directors and auditors. Note 1

To consider and if thought fit, to pass the following ordinary resolutions:-

2. To re-elect the following directors who shall retire by rotation in accordance with clause 116 of the Company's constitution and being eligible, have offered themselves for re-election:-Notes 2 & 3

(a)	Datuk Simon Shim Kong Yip, JP	Resolution 1
(b)	Datuk Edward Lee Ming Foo, JP	Resolution 2
(c)	Mr. Chong Kwea Seng	Resolution 3
(d)	Mr. Choy Khai Choon	Resolution 4

3. To approve the payment of directors' fees of the Company and its subsidiaries amounting to

RM696,197.00 for the financial year ended 31 December 2020. Note 4

Resolution 5

4. To reappoint Messrs KPMG PLT as auditors of the Company to hold office until the conclusion of the next annual general meeting at a remuneration to be determined by the directors of the

Company. Note 5

Resolution 6

SPECIAL BUSINESS

To consider and if thought fit, to pass the following ordinary resolutions:-

5. Authority to allot shares pursuant to section 75 of the Companies Act 2016

"That subject always to the approvals of the relevant authorities, the directors of the Company be and are hereby empowered pursuant to section 75 of the Companies Act 2016 to allot shares in the Company at any time upon such terms and conditions, and for such purposes as the directors of the Company may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total number of issued shares of the Company for the time being and that the directors of the Company be and are hereby empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and such authority shall continue to be

in force until the conclusion of the next annual general meeting of the Company." Note 6

Resolution 7

Note 7

N OT I C E O F A N N UA L G E N E R A L M E E T I N G

6. Proposed renewal of shareholders' mandate for recurrent related party transactions of a revenue or trading nature

"That subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia

Securities Berhad, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties as set out in Part A, section 2.2 of the Circular/Statement to shareholders dated 26 April 2021, which are necessary for the day-to-day operations of the Company and/or its subsidiaries and are carried out in the ordinary course of business, at arm's length and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.

That such approval shall continue to be in force until:-

1. the conclusion of the next annual general meeting of the Company, at which time the said authority shall lapse, unless is renewed by a resolution passed at the annual general meeting; or
2. the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to section 340(2) of the Companies Act 2016 (but must 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 a resolution passed by the shareholders in a general meeting of the
   Company,

whichever is the earlier;

and that the directors of the Company be and are hereby 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 proposed renewal of shareholders' mandate."

7. Proposed renewal of share buy-back authority

"That subject always to section 127 of the Companies Act 2016, the Company's constitution,

Main Market Listing Requirements of Bursa Malaysia Securities Berhad, and the approvals of all relevant governmental and/or regulatory authorities, the directors of the Company be and are hereby authorised to purchase ordinary shares in the Company through Bursa Malaysia Securities Berhad, provided that:-

1. the aggregate number of ordinary shares purchased and/or held by the Company as treasury shares shall not exceed 10% of the total number of issued shares of the Company;
2. the maximum funds allocated by the Company for the purpose of purchasing its own shares shall not exceed the total retained profits of the Company, based on the Company's audited financial statements for the financial year ended 31 December 2020; and

Resolution 8

Note 8

NOTICE OF ANNUAL GENERAL MEETING

1. the authority conferred by this resolution shall continue to be in force until:-
2. 1. the conclusion of the next annual general meeting of the Company, at which time the said authority shall lapse, unless is renewed by the passing of a resolution at that meeting, either unconditionally or subject to conditions; or
   2. the expiration of the period within which the next annual general meeting of the
      Company 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 a resolution passed by the shareholders in a general meeting of the Company,

whichever occurs first;

and that the directors of the Company be and are hereby authorised to deal with the shares purchased in their absolute discretion in the following manner:-

1. cancel all the shares so purchased; and/or
2. retain part thereof as treasury shares and cancel the remainder; and/or
3. retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of Bursa Malaysia Securities Berhad; and/or
4. transfer the treasury shares or any of the said shares as purchase consideration; and/or
5. in any other manner as prescribed by the Companies Act 2016,

and further that the directors of the Company be and are hereby authorised to take all such steps as are necessary and/or enter into any and all agreements, arrangements and guarantees with any party or parties to implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities from time to time to implement or to effect the purchase of its own shares."

By order of the Board

Cheah Yee Leng (LS 0009398)

SSM Practising Certificate No. 202008000771

Lim Guan Nee (MAICSA 7009321)

SSM Practising Certificate No. 202008003410

Company Secretaries

Kuala Lumpur

26 April 2021

Resolution 9

N OT I C E O F A N N UA L G E N E R A L M E E T I N G

Explanatory notes to the Agenda:-

1. Pursuant to section 340(1) and (2) of the Companies Act 2016 ("Act"), the directors shall lay before the Company at its annual general meeting ("AGM") its audited financial statements made up to a date not more than 6 months before the date of the AGM. This agenda
   1 is meant for discussion only and will not be put forward for voting.
2. Pursuant to clause 116 of the Company's constitution, at least one-third of the directors of the Company for the time being shall retire from office at every AGM and be eligible for re-election.
3. Based on the satisfactory outcome of its review, the nominating committee had made recommendations to the board of directors that these directors be eligible to stand for re-election.
4. Pursuant to section 230(1) of the Act, the Company shall at every AGM approve the fees of the directors of the Company and its subsidiaries.
5. Pursuant to section 271(4) and section 273(b) of the Act, the Company shall at every AGM appoint its auditors who shall hold office until the conclusion of the next AGM.
6. The proposed resolution 7 is to authorise the Company to allot shares pursuant to section 75 of the Act. This proposed resolution
   7, if passed, will empower the directors of the Company to allot ordinary shares in the Company up to 10% of the total number of issued shares of the Company for the time being, subject to compliance with all other regulatory requirement and this authority will enable the Company to finance investment projects, working capital and/or acquisitions by issuing new shares as and when the need arises without delay or incurring costs in convening a separate general meeting. This authority, unless revoked or varied at an earlier general meeting, will expire at the conclusion of the next AGM of the Company.
   As at the date of this notice of AGM, the Company has not issued any new shares pursuant to the authority granted by the shareholders at the last AGM held on 1 July 2020, which the authority shall lapse at the conclusion of this AGM.
7. The proposed resolution 8 is to authorise the Company and its subsidiaries to enter into recurrent related party transactions ("RRPT") which are necessary for day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not detrimental to the minority shareholders of the Company. This would eliminate the need to make regular announcements to Bursa Malaysia Securities Berhad or convene separate general meetings from time to time to seek shareholders' approval as and when RRPT arise, thereby reducing substantial administrative time and expenses in convening such meetings.
   Further information on the said RRPT is set out in Part A of the Circular/Statement to shareholders dated 26 April 2021 which is issued together with the Company's Annual Report 2020.
8. The proposed resolution 9 is to authorise the Company to purchase its own shares of up to 10% of the total number of issued shares of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of next AGM of the Company. Further information on the proposed renewal of share buy-back authority is set out in Part B of the Circular/ Statement to shareholders dated 26 April 2021 which is issued together with the Company's Annual Report 2020.

N OT I C E O F A N N UA L G E N E R A L M E E T I N G

Notes to the notice of AGM:-

1. In view of the official guidance issued by the Malaysian government vis-a-viz the COVID-19 pandemic, the AGM will be conducted by way of a fully virtual meeting through live streaming and online remote voting via the remote participation and electronic voting facilities ("RPEV") which is available on the online portal of Boardroom Share Registrars Sdn Bhd at https://web.lumiagm.com. Please follow the procedures provided in the administrative guide for the AGM in order to register, participate and vote remotely via RPEV.
2. The chairman of the AGM will be at the broadcast venue in compliance with section 327(2) of the Act. No shareholder/proxy shall be physically present at the meeting venue.
3. A depositor shall not be regarded as a member entitled to participate and vote thereat unless his/her name appears in the register of record of depositors as at 17 May 2021.
4. Subject to note 5 below, a member entitled to participate and vote at this AGM is entitled to appoint a proxy or proxies to participate and vote in his/her stead. Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy. The proxy or proxies need not be a member of the Company and there shall be no restriction as to the qualification of the proxy or proxies.
5. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit on the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
6. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing, or if the appointor is a corporation, either under the seal or under the hand of an officer or attorney duly authorised. Such duly executed instrument appointing a proxy must either (a) be physically deposited at Reception Counter, Ground Floor, Menara Hap Seng, Jalan P. Ramlee, 50250 Kuala Lumpur; or (b) be electronically deposited through the Boardroom Smart Investor Online Portal athttps://www.boardroomlimited.my, not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof.