Master Pack Berhad : Minutes to 27th AGM,

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Master-Pack Group Berhad Minutes of 27th AGM

MASTER-PACK GROUP BERHAD

Registration No. 199401011341 (297020-W)

(Incorporated in Malaysia)

MINUTES OF GENERAL MEETING

MINUTES OF THE 27TH ANNUAL GENERAL MEETING ("AGM") OF MASTER-PACK GROUP BERHAD ("THE COMPANY") HELD FULLY VIRTUAL THROUGH LIVE STREAMING AND ONLINE PARTICIPATION AND VOTING USING REMOTE PARTICIPATION AND VOTING ("RPV") FACILITIES VIA THE ONLINE MEETING PLATFORM AT HTTPS://WWW.AGRITEUM.COM.MY (DOMAIN REGISTRATION NO. WITH MYNIC-D1A400977) PROVIDED BY AGRITEUM SHARE REGISTRATION SERVICES SDN BHD IN MALAYSIA ON TUESDAY, 07 SEPTEMBER 2021 AT 11.00 A.M.

Present	: Directors
	Dato' Syed Mohamad Bin Syed Murtaza (In the Chair)
	Dato' Seri Khor Teng Tong
	Dr. Junid Bin Abu Saham
	Mr. Chew Hock Lin
	Encik Aminuddin Bin Saad
	Puan Nazriah Binti Shaik Alawdin
	Senior Management
	Mr. Sim Poh Lai (Director of Subsidiaries)
	Ms. Gooi Ai Bin (Group Financial Controller)
	Mr. Vincent Ting Kee Hoe (General Manager of Subsidiaries)
	Ms. Tan Poh Lin (Personal Assistant to Executive Chairman)
	By Invitation
	Mr. Eddy Chan Wai Hun (External Auditors, Crowe Malaysia PLT)
	Ms. Chin Lee Phing (Poll Administrator, Agriteum Share Registration
	Services Sdn Bhd)
	Ms. Teresa Tan Siew Kuan (Independent Scrutineers, Value Creator
	Consultancy)
	Members/Proxy Holders/Corporate Representatives
	Total number of members participated: 44
	Total number of proxy holders participated: 5
	Total number of corporate representatives participated: 1
In Attendance	: Mr. Lee Peng Loon (Company Secretary)
	Ms. Riko P'ng (Company Secretary)

1. COMMENCEMENT

Dato' Syed Mohamad Bin Syed Murtaza, the Group's Executive Chairman welcomed all members, proxies and invited guests to the Company's fully virtual 27th AGM.

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Master-Pack Group Berhad Minutes of 27th AGM

As the AGM was a fully virtual meeting, the Chairman highlighted that the Company has taken all efforts and tried its best to ensure a smooth live streaming, however the quality of the broadcast for the recipients may be affected by the participants' own internet bandwidth connection and stability.

The Chairman then introduced his fellow Board members, the Company Secretary and External Auditors who had participated in the AGM virtually from their respective location.

Without further ado, he then called upon the Company Secretary to confirm the number of proxy forms received and the presence of a quorum for the Company's 27th AGM.

The Company Secretary, Mr. Lee Peng Loon, confirmed that 11 proxy forms were received within the prescribed period.

The Company Secretary also confirmed the presence of the requisite quorum as at the commencement of this meeting.

The requisite quorum being present, the Chairman called the Company's 27th AGM to order at 11.00 a.m.

1. CHAIRMAN'S ADDRESS
   The Chairman once again welcomed and thanked all members, proxy holders and invited guests for attending the 27th AGM.
   The Chairman then delivered his speech, which was annexed hereto as Appendix I.
2. NOTICE OF MEETING
   The Chairman informed that the notice convening the Company's 27th AGM had been sent to all members, Bursa Malaysia Securities Berhad, the Stock Exchange and Crowe Malaysia PLT, the External Auditors of the Company in accordance with the Company's Constitution.
   As there were no objections, the notice convening the 27th AGM was taken as read.
   Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the Company's Constitution, all the resolutions set out in the Notice of the 27th AGM had to be voted upon by poll electronically.
   The Chairman then declared a poll to be carried out on all the resolutions set out in the Notice of the 27th AGM.
3. PROCEEDINGS OF FULLY VIRTUAL MEETING
   The Chairman invited the Company Secretary to brief members on the proceedings of a fully virtual AGM.
   The Company Secretary informed that he would first go through all the agendas set out in the Notice of the 27th AGM. Next, he explained on how questions may be raised during the meeting as well as the online voting procedures.

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Master-Pack Group Berhad Minutes of 27th AGM

The Company Secretary also informed that the Company had appointed Agriteum Share Registration Services Sdn Bhd as the Poll Administrator and Value Creator Consultancy as the Independent Scrutineers to verify the poll results.

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020
   The first agenda was to receive the Audited Financial Statements for the financial year ended 31 December 2020 together with the Reports of the Directors and Auditors thereon ("AFS 2020").
   The Company Secretary informed that the AFS 2020 was for discussion only as it does not require shareholders' approval under Section 340(1)(a) of the Companies Act 2016. Hence, this agenda would not be put forward for voting.
   It was recorded that the AFS 2020 together with the Reports of Directors and Auditors thereon had been duly tabled and received by members of the Company.
2. RESOLUTION NO. 1 - RE-ELECTION OF DATO' SYED MOHAMAD BIN SYED MURTAZA AS A DIRECTOR
   The Resolution No. 1 was to re-elect Dato' Syed Mohamad Bin Syed Murtaza, a Director who retires by rotation in accordance with Article 111 of the Company's Constitution and who, being eligible, offers himself for re-election.
   Resolution No. 1 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.
3. RESOLUTION NO. 2 - RE-ELECTION OF PUAN NAZRIAH BINTI SHAIK ALAWDIN AS A DIRECTOR
   The Resolution No. 2 was to re-elect Puan Nazriah Binti Shaik Alawdin, a Director who also retires by rotation in accordance with Article 111 of the Company's Constitution and who, being eligible, offers herself for re-election.
   Resolution No. 2 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.
4. RESOLUTION NO. 3 - PAYMENT OF DIRECTORS' FEES
   The Resolution No. 3 was to approve the payment of Directors' fees amounting to RM249,000.00 for the financial year ended 31 December 2020.
   Resolution No. 3 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.
5. RESOLUTION NO. 4 - PAYMENT OF DIRECTORS' BENEFITS
   The Resolution No. 4 was to approve the payment of Directors' benefits up to an amount not exceeding RM75,000 from the conclusion of the 27th AGM until the conclusion of the next AGM of the Company.
   Resolution No. 4 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.

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Master-Pack Group Berhad Minutes of 27th AGM

1. RESOLUTION NO. 5 - RE-APPOINTMENT OF AUDITORS
   The Resolution No. 5 was to re-appoint Crowe Malaysia PLT as auditors of the Company to hold office until the conclusion of the next AGM of the Company and to authorise the Directors to fix their remuneration.
   The Company Secretary informed that Company's auditors, Crowe Malaysia PLT had indicated their willingness to continue office until the next AGM of the Company.
   Resolution No. 5 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.
2. RESOLUTION NO. 6 - PROPOSED RENEWAL OF GENERAL MANDATE FOR DIRECTORS TO ALLOT AND ISSUE NEW SHARES (SPECIAL BUSINESS)
   The next resolution proposed under special business was to consider and if thought fit, to pass with or without modifications, the Resolution No. 6 on the proposed renewal of general mandate for Directors to allot and issue shares.
   The Company Secretary informed that the Resolution No. 6 was to seek a renewal of general mandate for the Directors of the Company to allot and issue shares in the Company up to an amount not exceeding 10% of the total number of issued shares of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the shareholders of the Company in general meeting would expire at the conclusion of the next AGM.
   He also informed that the proposed renewal of general mandate for issuance of shares would provide flexibility to the Company for any possible fund raising activities, including but not limited to placing of shares for the purpose of funding future investment, working capital and/or acquisition. The Directors however as at to-date, had not issued any shares pursuant to the general mandate granted at the last AGM of the Company.
   Resolution No. 6 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.
3. RESOLUTION NO. 7 - PROPOSED CONTINUATION IN OFFICE OF DR. JUNID BIN ABU SAHAM AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR - (SPECIAL BUSINESS)
   The Resolution No. 7 under Special Business was to seek members' approval through a two tier voting process to retain Dr. Junid Bin Abu Saham who had served more than a cumulative term of 9 years as an Independent Non-Executive Director of the Company and to hold office until the conclusion of the next AGM of the Company.
   Resolution No. 7 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.

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Master-Pack Group Berhad Minutes of 27th AGM

1. RESOLUTION NO. 8 - PROPOSED CONTINUATION IN OFFICE OF DATO' SERI KHOR TENG TONG AS AN INDEPENDENT NON- EXECUTIVE DIRECTOR - (SPECIAL BUSINESS)
   The Resolution No. 8 under Special Business was to seek members' approval through a two tier voting process to retain Dato' Seri Khor Teng Tong who had served more than a cumulative term of 9 years as an Independent Non-Executive Director of the Company and to hold office until the conclusion of the next AGM of the Company.
   Resolution No. 8 was proposed by Mr. Sim Poh Lai and seconded Ms. Tan Poh Lin.
2. RESOLUTION NO. 9 - PROPOSED CONTINUATION IN OFFICE OF MR. CHEW HOCK LIN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR

- (SPECIAL BUSINESS)

The Resolution No. 9 under Special Business was to seek members' approval through a two tier voting process to retain Mr. Chew Hock Lin who had served more than a cumulative term of 9 years as an Independent Non-Executive Director of the Company and to hold office until the conclusion of the next AGM of the Company.

Resolution No. 9 was proposed by Dato' Seri Khor Teng Tong and seconded by Encik Aminuddin Bin Saad.

1. RESOLUTION NO. 10 - PROPOSED CONTINUATION IN OFFICE OF ENCIK AMINUDDIN BIN SAAD AN INDEPENDENT NON-EXECUTIVE DIRECTOR - (SPECIAL BUSINESS)
   The Resolution No. 10 under Special Business was to seek members' approval through a two tier voting process to retain Encik Aminuddin Bin Saad who had served more than a cumulative term of 9 years as an Independent Non-Executive Director of the Company and to hold office until the conclusion of the next AGM of the Company.
   Resolution No. 10 was proposed by Mr. Sim Poh Lai and seconded Ms. Tan Poh Lin.
2. ANY OTHER BUSINESS
   The Company Secretary confirmed that the Company did not receive any notice to transact any other business at today's AGM.
3. QUESTIONS AND ANSWERS SESSION
   The Chairman informed that the Company had received numerous questions prior to and during the AGM. The questions received were moderated to avoid repetition and also summarised for reasons of brevity.
   The Chairman then read out to members, the questions received from members and the Company's responses sequentially in the meeting. For the live questions that the Chairman had not been able to address during the allocated time, the Chairman informed that the responses to those live questions including those that had been answered earlier would be made available on the Company's website after the AGM.
   A summary of questions together with the responses by the Company is annexed hereto as Appendix II.