United U LI : AGM minutes 2023

UNITED U-LI CORPORATION BERHAD

Registration No. 200001008131 (510737-H)

(Incorporated in Malaysia)

MINUTES OF THE TWENTY THIRD ANNUAL GENERAL MEETING ("23RD AGM) OF THE COMPANY HELD AT GLENMARIE BALLROOM A, GLENMARIE HOTEL AND GOLF RESORT, NO. 1, JALAN USAHAWAN U1/8, SEKSYEN U1, 40250 SHAH ALAM, SELANGOR DARUL EHSAN ON FRIDAY, 9 JUNE 2023 AT 10:00 A.M.

PRESENT

Board of Directors:

Tan Sri Dato' Seri Utama Haji Ismail Bin Haji Omar ("Tan Sri Chairman")

Tan Sri Dato' Wira Lee Yoon Wah

Tan Sri Dato' Lee Yoon Kong

Dato' Noor Azam Bin Jamaludin

Mr Teow Lai Seng

Mr Chim Wai Khuan

Mr Tan Ban Tatt

Ms Koay Soo Ngoh

Mr Joseph Lee Joon Kit

Mr Lee Joon Wai Edwin

In Attendance :-
Company Secretary	:	Pn 'Adilah Zafirah Binti Sharom
By Invitation :-
ULICORP Key Management	: Mr Choong Chee Yeong
		Group Financial Controller
	: Encik Mohd Haniff Bin Hashim
		GM, Corporate Affairs/HR
External Auditors	: Representative of Messrs Baker Tilly Monteiro Heng PLT
		Mr Jason Wong Yew Ming
		Ms Wong Kai Yi
		Ms Ang Wei Min
Poll Administrator	:	Messrs Boardroom Share Registrars Sdn. Bhd.
Scrutineers	:	Messrs SKY Corporate Services Sdn. Bhd.

The attendance of the Directors, Company Secretaries and Key Management is as set out in Annexure 1.

Shareholders and Proxies	: The attendance of Members/Corporate Representatives/Proxies is as per
	Summary of Attendance List in Annexure 2.

Meeting convened at 10:00 a.m.

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UNITED U-LI CORPORATION BERHAD Registration No. 200001008131 (510737-H)

Minutes of the Twenty Third (23rd) Annual General Meeting held on 9 June 2023 (Cont'd)

1. OPENING ADDRESS
2. 1. Tan Sri Chairman welcomed the shareholders and proxies of United U-Li Corporation Berhad (ULICORP or the Company) present at the 23rd AGM.
   2. Tan Sri Chairman expressed his enthusiasm for the occasion, highlighting that it is a significant moment for everyone present. Tan Sri Chairman acknowledge that virtual meetings have been the norm for the past two years due to the COVID-19 pandemic, making it even more special to have the opportunity to meet in person again.
   3. Tan Sri Chairman expressed his sincere gratitude to the attendees for their unwavering support, dedication, and commitment to ULICORP during the challenging times caused by the pandemic. Despite the obstacles faced, the attendees' belief in the company's vision and trust in its leadership have played a crucial role in successfully navigating through the difficulties and emerging stronger.
3. QUORUM OF MEETING
4. 1. The Company Secretary confirmed that there was sufficient quorum in accordance with Clause 110 of the Company's Constitution.
   2. The Company Secretary reported that the Company had received 45 valid proxy forms representing 81,166,137 ordinary shares or 37.27% of the total issued and paid-up share capital of the Company.
5. INTRODUCTION OF THE COMPANY'S BOARD OF DIRECTORS AND KEY MANAGEMENT
6. 1. Tan Sri Chairman thanked the Company Secretary and declared that the Meeting duly constituted.
   2. Tan Sri Chairman proceeded to introduce ULICORP's Board of Directors and Key Management, as well as the Company Secretary and Company's Auditor who were in attendance.
7. NOTICE OF MEETING
8. 1. The Notice of 23rd AGM dated 28 April 2023, which had been circulated earlier to all members, and was duly advertised in the newspaper, Bursa Malaysia Securities Berhad and Auditors of the Company in accordance with the Company's Constitution, were taken as read.
9. ADMINISTRATIVE MATTERS
10. 1. Tan Sri Chairman briefed the Meeting with regards to the administrative matters of 23rd AGM:-
    2. 1. that the voting at this AGM would be conducted via poll voting in accordance with Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad;
       2. that ULICORP had appointed Boardroom Share Registrars Sdn. Bhd. as Poll Administrator to conduct the polling process and SKY Corporate Services Sdn. Bhd. as Scrutineer to verify the poll results; and
       3. the voting would be conducted upon completion of tabling of all resolutions to be transacted at the AGM.
    3. Tan Sri Chairman invited the Company Secretary to explained on the poll voting procedures.
    4. Tan Sri Chairman thanked the Company Secretary and informed that he was also appointed as proxy for several members and would vote in accordance with the instructions given.
    5. Tan Sri Chairman informed the Meeting that there were Nine (9) resolutions to be tabled at this AGM, Eight (8) Ordinary Resolutions of Ordinary Businesses, and One (1) Ordinary Resolution of Special Business and proceeded with the Agenda at hand.

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UNITED U-LI CORPORATION BERHAD

Registration No. 200001008131 (510737-H)

Minutes of the Twenty Third (23rd) Annual General Meeting held on 9 June 2023 (Cont'd)

1. AGENDA 1
   TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TOGETHER WITH THE REPORTS OF THE DIRECTORS' AND AUDITORS' THEREON
2. 1. Tan Sri Chairman tabled the Audited Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and Auditors thereon. The Audited Financial Statements for the financial year ended 31 December 2022, together with the Reports of the Directors and Auditors, did not require the shareholders' approval in accordance with Section 340(1)(a) of the Act. Hence, it would not be put to vote.
   2. The Group's performance for the financial year ended 31 December 2022 was on pages 57 to 127 of the Annual Report 2022.
   3. Tan Sri Chairman encouraged all shareholders and proxies to pose questions or seek clarification relevant to the Audited Financial Statements. All questions shall be dealt with during the Question and Answer ("Q&A") session upon completion of the remaining business of this AGM.
   4. The Audited Financial Statements had been prepared in accordance with the Financial Reporting Standards and the Act. The Auditors, Messrs Baker Tilly Monteiro Heng PLT was of the opinion that the financial statements were in order and presented a true and fair view of the financial position of the Group and the Company for the financial year ended 31 December 2022.
   5. Tan Sri Chairman then declared that the Audited Financial Statements had been duly received by shareholders and proxies.
3. AGENDA 2
   ORDINARY RESOLUTION 1
   TO APPROVE THE PAYMENT OF DIRECTORS' FEES OF RM592,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
4. 1. Ordinary Resolution 1 on approval for payment of Directors' fees of RM592,000 for the financial year ended 31 December 2022, was tabled at the Meeting.
   2. Tan Sri Chairman informed the Meeting that pursuant to Section 230(1) of the Act stipulated among others that the fees and any benefits payable to Directors of a listed Company and its subsidiaries should be approved at a general meeting.
   3. This motion was put to the meeting for consideration.
5. AGENDA 3

ORDINARY RESOLUTION 2

TO APPROVE THE PAYMENT OF DIRECTORS' FEES UP TO AN AMOUNT OF RM1,036,500 FOR PERIOD FROM 1 JANUARY 2023 UNTIL 30 JUNE 2024

1. Ordinary Resolution 2 on approval for payment of Directors' fees up to an amount of RM1,036,500 for period from 1 January 2023 until 30 June 2024, was tabled at the Meeting.
2. This motion was put to the meeting for consideration.

9. AGENDA 4

ORDINARY RESOLUTION 3

TO APPROVE THE NON-EXECUTIVE DIRECTORS' BENEFITS UP TO AN AMOUNT OF RM44,100 FROM 1 JULY 2023 UNTIL 30 JUNE 2024

1. Tan Sri Chairman informed that Ordinary Resolution 3 was to seek approval on the Non-Executive Directors' Benefits up to RM44,100 from 1 July 2023 until 30 June 2024. The details of the Non-
   Executive Directors' Benefits were stated on Page 140 of the Annual Report.
2. This motion was put to the meeting for consideration.

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UNITED U-LI CORPORATION BERHAD Registration No. 200001008131 (510737-H)

Minutes of the Twenty Third (23rd) Annual General Meeting held on 9 June 2023 (Cont'd)

1. AGENDA 5
   TO RE-ELECT THE DIRECTORS WHO RETIRE BY ROTATION IN ACCORDANCE WITH CLAUSE 165 OF
   THE COMPANY'S CONSTITUTION AND, BEING ELIGIBLE, HAVE OFFERED THEMSELVES FOR RE- ELECTION
2. 1. Ordinary Resolutions 4, 5 and 6 were pertaining to the re-election of Directors who retire by rotation in accordance with Clause 165 of the Company's Constitution.
   2. The Meeting was informed that all Board Members have undertaken their Annual Evaluation Assessments.
   3. Based on 2022 Annual Evaluation Assessments duly conducted, the Board and the Nomination and Remuneration Committee were satisfied with the performance of each Director and their contributions to the Board through their respective skills, experience and expertise.
   4. The Board of Directors recommended all to vote in favour of all resolutions pertaining to the re- election of Directors.
   5. Mr Teow Lai Seng, Mr Chim Wai Khuan and Tan Sri Chairman, the retiring Directors had offered themselves for re-election to the Board.
3. AGENDA 5
   ORDINARY RESOLUTION 4
   RE-ELECTION OF TAN SRI DATO' SERI UTAMA HAJI ISMAIL BIN HAJI OMAR AS DIRECTOR IN
   ACCORDANCE WITH CLAUSE 165 OF THE COMPANY'S CONSTITUTION
4. 1. Tan Sri Chairman passed the chair to Tan Sri Dato' Wira Lee Yoon Wah as Ordinary Resolution 4 involves the re-election of his goodself as director in accordance with Clause 165 of the company's constitution.
   2. Ordinary Resolution 4 was tabled at the meeting and put to the meeting for consideration.
   3. Tan Sri Dato' Wira Lee Yoon Wah pass the Chair back to Tan Sri Chairman.
5. AGENDA 5
   ORDINARY RESOLUTION 5
   RE-ELECTION OF MR TEOW LAI SENG AS DIRECTOR IN ACCORDANCE WITH CLAUSE 165 OF THE
   COMPANY'S CONSTITUTION
6. 1. Tan Sri Chairman thanked Tan Sri Dato' Wira Lee Yoon Wah for recommending the shareholders to vote on Ordinary Resolution 4.
   2. Ordinary Resolution 5 on the re-election of Mr Teow Lai Seng as director in accordance with Clause
      165 of the company's constitution was tabled at the meeting. Mr Teow Lai Seng, who is eligible, has offered himself for re-election to the Board.
   3. Details of Mr Teow Lai Seng was on page 9 of the Annual Report 2022.
   4. Ordinary Resolution 5 was put to the meeting for consideration.
7. AGENDA 5

ORDINARY RESOLUTION 6

RE-ELECTION OF MR CHIM WAI KHUAN AS DIRECTOR IN ACCORDANCE WITH CLAUSE 165 OF THE COMPANY'S CONSTITUTION

1. Ordinary Resolution 6 on the re-election of Mr Chim Wai Khuan as director in accordance with Clause
   165 of the company's constitution was tabled at the meeting. Mr Chim Wai Khuan, who is eligible, has offered himself for re-election to the Board.
2. Details of Mr Chim Wai Khuan was on page 10 of the Annual Report 2022.

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UNITED U-LI CORPORATION BERHAD Registration No. 200001008131 (510737-H)

Minutes of the Twenty Third (23rd) Annual General Meeting held on 9 June 2023 (Cont'd)

1. 1. Ordinary Resolution 6 was put to the meeting for consideration.
2. AGENDA 6
   TO ELECT DATO' NOOR AZAM BIN JAMALUDIN WHO RETIRE BY ROTATION IN ACCORDANCE WITH
   CLAUSE 156 OF THE COMPANY'S CONSTITUTION
3. 1. Tan Sri Chairman stated that Ordinary Resolution 7 was to elect Dato' Noor Azam Bin Jamaludin, who retires in accordance with Clause 156 of the Company's Constitution and, being eligible, has offered himself for election.
   2. Dato' Noor Azam Bin Jamaludin had offered himself for re-election and re-appointment to the Board.
   3. Details of Dato' Noor Azam Bin Jamaludin was on page 8 of the Annual Report 2022.
   4. Ordinary Resolution 7 was put to the meeting for consideration.
4. AGENDA 7
   ORDINARY RESOLUTION 8
   TO RE-APPOINT MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION
5. 1. Ordinary Resolution 8 on re-appointment of Messrs Baker Tilly Monteiro Heng PLT ("BTMH") to act as Auditors of the Company, to hold office until the conclusion of the next AGM and to authorise the Directors to fix their remuneration was tabled at the Meeting.
   2. The Meeting was informed that BTMH has expressed their willingness to continue as an auditor of the Company.
   3. Ordinary Resolution 8 was put to the meeting for consideration.
6. AGENDA 8
   ORDINARY RESOLUTION 9
   AUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75, 76 AND 85 OF THE COMPANIES ACT,
   2016 AND CLAUSE 31 OF THE COMPANY'S CONSTITUTION
7. 1. The proposed Ordinary Resolution 9 is to seek approval for general mandate, and if passed will give flexibility to the Directors to issue and allot shares at any time in their absolute discretion and for such purposes as they consider would be in the best interests of the Company without convening a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company.
   2. Ordinary Resolution 9 was put to the meeting for consideration.
8. AGENDA 9
   ANY OTHER BUSINESS
9. 1. Tan Sri Chairman informed the Meeting that the Company Secretary had confirmed that the Company had not received any notice of any other business in accordance with the Act.
10. Q&A SESSION
11. 1. All Resolutions set out in the Notice of 23rd AGM were tabled. Tan Sri Chairman proceeded with the Q&A Session.
    2. The questions raised during the Meeting and the responses provided by the Group Managing Director/CEO were summarised below: -

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