Minutes of the Thirty-Eighth Annual General Meeting of the Company conducted on fully virtual basis through live streaming and online remote voting using Remote Participation and Voting (“RPV”) facilities via Securities Services e-Portal provided by Securities Services (Holdings) Sdn. Bhd. (“Securities Services”) in Malaysia at https://sshsb.net.my from the broadcast venue at No. 1, Jalan Wangsa Permai, 1st Floor, Bangunan One Wangsa, Taman Wangsa Permai, 52200 Kuala Lumpur, Wilayah

KERJAYA PROSPEK GROUP BERHAD

Registration No. 198401010054 (122592-U)

(Incorporated in Malaysia)

Minutes of the Thirty-Eighth Annual General Meeting of the Company conducted on fully virtual basis through live streaming and online remote voting using Remote Participation and Voting ("RPV") facilities via Securities Services e-Portal provided by Securities Services (Holdings) Sdn. Bhd. ("Securities Services") in Malaysia at https://sshsb.net.my from the broadcast venue at No. 1, Jalan Wangsa Permai, 1st Floor, Bangunan One Wangsa, Taman Wangsa Permai, 52200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur on Thursday, 26 May 2022 at 11.00 a.m.

Present	:	Datuk Tee Eng Ho - Non-IndependentNon-Executive Chairman
		Mr. Tee Eng Tiong - Chief Executive Officer / Executive Director
		Mr. Tee Eng Seng - Executive Director
		Datin Toh Siew Chuon - Executive Director
		Mr. Chan Kam Chiew - Independent Non-Executive Director
		Datuk Mohamed Razeek bin Md Hussain Maricar - Independent Non-
		Executive Director
		Madam Maylee Gan Suat Lee - Independent Non-Executive Director
By Invitation	: Invitees logged-in to participate online at
		https://www.sshsb.net.my/login.aspx
In Attendance	:	Ms Mok Mee Kee - Company Secretary

CHAIRMAN

Datuk Tee Eng Ho presided as Chairman of the Meeting and welcomed the members and proxies to the Thirty-Eighth Annual General Meeting ("38th AGM").

Before the Chairman call the meeting to order, the members was informed that the 38th AGM scheduled for today would be conducted on fully virtual basis through live streaming and online remote voting using the Remote Participation and Voting ("RPV") facilities from the broadcast venue as stated in the Notice of 38th AGM dated 27 April 2022.

NOTICE

The notice convening the 38th AGM ("Notice") having been circulated earlier to all members, Bursa Malaysia Securities Berhad and Auditors in accordance with the Company's Constitution within the prescribed period was taken as read.

The Chairman also informed that the Notice had been advertised in New Straits Times on 27 April 2022 and posted the same on the Company's corporate's website. In addition, a notification letter from the Company which contains information and administrative guide pertaining to the meeting had also been sent to all eligible members.

INTRODUCTION OF BOARD MEMBERS, MANAGEMENT AND ETC.

The Chairman then introduced to the Meeting, the Board Members, present at the broadcast venue.

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KERJAYA PROSPEK GROUP BERHAD Registration No. 198401010054 (122592-U)

Minutes of the Thirty-Eighth Annual General Meeting held on 26 May 2022

The Meeting was informed that the Company had appointed SS E Solutions Sdn. Bhd. as the poll administrator and Commercial Quest Sdn. Bhd. as independent scrutineer to verify the poll result at today's AGM.

QUORUM

Upon confirming the presence of the requisite quorum, the Chairman called the meeting to order.

MEETING INTRODUCTION

The Meeting was informed that the ordinary resolutions 1 to 9 tabled at this 38th AGM required a simple majority vote of the members who were entitled to vote in person or by proxy whilst the special resolution 1 pertaining to the proposed amendments to the Constitution of the Company required not less than 75% of the total voting rights of the members who were entitled to vote in person or by proxy.

The Chairman also informed that he would first take the members through the items in the Agenda. Thereafter, the Board would respond to the questions transmitted by members and proxies during this Meeting. The members and proxies can rely on real time submission of typed texts to exercise their rights to speak or communicate in a virtual meeting and the Board would via the broadcast announce the question(s) and then answer the question(s) accordingly.

To facilitate the remote voting via the Securities Services e-Portal, the Chairman invited representative of Securities Services to share a short video on the voting procedure and how to raise questions at the meeting through the e-Portal facilities.

The Chairman then proceeded with the business of the meeting and informed that sufficient time would be allocated for members to cast their votes after dealing with all businesses of today's meeting.

LETTER FROM MINORITY SHAREHOLDERS WATCHDOG GROUP ("MSWG") AND 2021 FINANCIAL PERFORMANCE BRIEFING

The Chairman informed the members that the Company received a list of questionnaires from the MSWG on 11 May 2022 and had replied in writing to the MSWG on their queries ahead of this 38th AGM.

The Chairman then invited Mr. Stanley Khoo, the Investor Relations, to read out the MSWG's questions and the Board's responses to the said questions. After dealing with the MSWG's questions and answers, Mr. Stanley Khoo then shared with the members the presentation slides about the financial performance of the Company for year 2021.

After the presentation, the Chairman began the proceeding of the business of the meeting.

1. AUDITED FINANCIAL STATEMENTS TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS

The Chairman informed that in line with the provision of the Companies Act 2016 which did not require the Audited Financial Statements and Reports to be formally approved by the members, the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon which was sent to the members on 27 April 2022 were tabled for the members' information and should not be put to vote.

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KERJAYA PROSPEK GROUP BERHAD Registration No. 198401010054 (122592-U)

Minutes of the Thirty-Eighth Annual General Meeting held on 26 May 2022

As such, the Chairman declared that the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon were received and noted.

The Chairman reminded that should any of the members have any question to raise on matters discussed at this meeting, members could use the text box provided on the online platform to transmit their questions. Responses would be provided to the submitted questions during the Q&A session after tabling all the resolutions.

1. AGENDA ITEM NO. 2
   ORDINARY RESOLUTION 1 - TO APPROVE PAYMENT OF DIRECTORS' FEES
   The Meeting proceeded to consider the proposed payment of Directors' fees. It was proposed that the Directors' fees amounting to RM200,427 be paid to the Non- Executive Directors for their services as Directors of the Company for the financial year ended 31 December 2021.
   As guided by the Malaysian Code on Corporate Governance, the Chairman informed that Directors who had interest in this resolution and were members of the Company would abstain from voting for this resolution.
   The following motion was then put to the members, to be voted by poll after the Q&A session:-
   "THAT the payment of Directors' fees of RM200,427 to the Non-Executive Directors for their services as Directors of the Company for the financial year ended 31 December 2021 be and is hereby approved."
2. AGENDA ITEM NO. 3
   ORDINARY RESOLUTION 2 - TO APPROVE PAYMENT OF DIRECTORS'
   BENEFITS
   The Meeting proceeded with agenda item no. 3 on payment of Directors' benefits. The Chairman informed that the Board had proposed the payment of up to an amount of RM50,000 to the Non-Executive Directors as meeting allowances for the period from 27 May 2022 until the next annual general meeting ("AGM") of the Company.
   The Meeting was also informed that the meeting allowance was calculated based on the number of scheduled board and board committees meetings for a period from 27 May 2022 to the next AGM on the assumption that all Non-Executive Directors would remain in office until the next AGM. The said authority would facilitate the payment of meeting allowances to the Non-Executive Directors for the financial year 2022/2023.
   As guided by the Malaysian Code on Corporate Governance, the Chairman informed that Directors who had interest in this resolution and were members of the Company would abstained from voting for this resolution.
   The following motion was then put to the members, to be voted by poll after the Q&A session:-
   "THAT the payment of Directors' benefits (excluding Directors' fees) of up to RM50,000 to the Non-Executive Directors with effect from 27 May 2022 until the next annual general meeting of the Company be and is hereby approved."

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KERJAYA PROSPEK GROUP BERHAD Registration No. 198401010054 (122592-U)

Minutes of the Thirty-Eighth Annual General Meeting held on 26 May 2022

4. AGENDA ITEM NO. 4

ORDINARY RESOLUTIONS 3, 4 AND 5 - RE-ELECTION OF DIRECTORS

The Chairman informed that agenda item no. 4 was to consider the re-election of Directors. The Directors subject to retirement in accordance with the Constitution of the Company were:-

1. Mr. Tee Eng Tiong (Article 83);
2. Mr. Chan Kam Chiew (Article 83); and
3. Madam Maylee Gan Suat Lee (Article 83),

and the said Directors, unless they were re-elected, should retire at the conclusion of this 38th AGM.

The Chairman highlighted that as stated in the notes to the Notice, Datuk Mohamed Razeek Bin Md Hussain Maricar ("Datuk Razeek") who would be retired under Article 90(1) of the Company's Constitution had expressed his decision to retire at the close of the AGM. In view thereof, Datuk Razeek would retire from office upon the conclusion of this AGM.

The Chairman informed that Datuk Razeek had served the Board for 4 years since his appointment on 1 June 2018. On behalf of the Board, the Chairman expressed his sincere appreciation to Datuk Razeek for his dedication and insightful ideas and perspective to the Company during his tenure as a Director of the Company and wished Datuk Razeek all the very best in his future undertakings and interest.

In view of the above, the following motions were put to the Meeting, to be voted by poll after the Q&A session:-

1. ORDINARY RESOLUTION 3 - RE-ELECTION OF TEE ENG TIONG
   "THAT Tee Eng Tiong retiring pursuant to Article 83 of the Company's Constitution, be and is hereby re-elected as Director of the Company."
2. ORDINARY RESOLUTION 4 - RE-ELECTION OF CHAN KAM CHIEW
   "THAT Chan Kam Chiew retiring pursuant to Article 83 of the Company's Constitution, be and is hereby re-elected as Director of the Company."
3. ORDINARY RESOLUTION 5 - RE-ELECTION OF MAYLEE GAN SUAT LEE
   "THAT Maylee Gan Suat Lee retiring pursuant to Article 83 of the Company's Constitution, be and is hereby re-elected as Director of the Company."

5. AGENDA ITEM NO. 5

ORDINARY RESOLUTION 6 - APPOINTMENT OF AUDITORS

The Meeting then proceeded to consider the re-appointment of Messrs Ong & Wong as Auditors of the Company.

The following motion was then put to the Meeting, to be voted by poll after the Q&A session:-

"THAT Messrs Ong & Wong be and are hereby appointed auditors of the Company to hold office until the conclusion of the next annual general meeting and that the Directors be and are hereby authorised to determine their remuneration."

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KERJAYA PROSPEK GROUP BERHAD Registration No. 198401010054 (122592-U)

Minutes of the Thirty-Eighth Annual General Meeting held on 26 May 2022

6. AGENDA ITEM NO. 6

ORDINARY RESOLUTIONS 7 TO 9

The meeting continued to consider Ordinary Resolutions 7 to 9 in relation to the following subject matters:-

1. Ordinary Resolution 7 - Authority to Allot Shares;
2. Ordinary Resolution 8 - Proposed Renewal of Share Buy-Back Authority; and
3. Ordinary Resolution 9 - Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
   ("RRPT").

The above matters were put to the Meeting for consideration:-

1. ORDINARY RESOLUTION 7 - AUTHORITY TO ALLOT SHARES
   The Meeting then proceeded to consider the proposal to give authority to the Directors to allot shares not more than 10% of the total number of issued shares of the Company as set out in the Notice.
   After briefing the Meeting on the purpose of the proposed resolution and with the permission of the Meeting, the Chairman declared that the Ordinary Resolution 7 as set out in the Notice to be taken as read. The said motion, detailed hereunder was then put to the meeting for consideration and to be voted by poll after the Q&A session:-
   "THAT subject always to the Companies Act 2016 ("Act") and the approvals of the relevant authorities, the Directors be and are hereby authorised pursuant to Section 75 of the Act, to allot shares in the Company at any time until the conclusion of the next Annual General Meeting 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 pursuant to this Resolution does not exceed 10% of the total number of issued shares of the Company for the time being."
2. ORDINARY RESOLUTION 8 - PROPOSED RENEWAL OF SHARE BUY- BACK AUTHORITY
   The meeting then considered the proposed renewal of share buy-back authority, details of which were set out in the Circular to Shareholders dated 27 April 2022, which was dispatched to the members together with the Notice.
   With the permission of the Meeting, the Chairman declared that the Ordinary Resolution 8 as set out in the Notice be taken as read. The said motion, detailed hereunder was then put to the meeting for consideration and to be voted by poll after the Q&A session:-
   "THAT subject always to the Companies Act 2016 ("Act"), provisions of the
   Company's Constitution and the requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and any other relevant approvals, the Directors of the Company be and are hereby authorised to purchase the Company's ordinary shares ("Shares") through Bursa Securities, subject to the following:-
3. 1. The maximum number of Shares which may be purchased by the Company shall not exceed ten per centum (10%) of the total number of issued Shares of the Company at any point in time;

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