Wellcall : MINUTES OF THE 18TH AGM

WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Incorporated in Malaysia)

MINUTES OF THE EIGHTEENTH ANNUAL GENERAL MEETING ("18TH AGM") OF WELLCALL HOLDINGS BERHAD ("THE COMPANY") HELD FULLY VIRTUAL THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT MEETING ROOM, MILLENNIUM VIII, LEVEL 3, HOTEL GRAND MILLENNIUM KUALA LUMPUR, 160 BUKIT BINTANG, 55100 KUALA LUMPUR, MALAYSIA ("BROADCAST VENUE") ON FRIDAY, 23 FEBRUARY 2024 AT 10.00 A.M..

DIRECTORS PRESENT AT : Datuk Ng Peng Hong @ Ng Peng Hay,

BROADCAST VENUE	D.M.S.M., D.S.M., P.J.K. (Chairman)
		Mr. Huang Sha, P.M.P.
		Mr. Tan Kang Seng
		Ms. Huang Yu Fen
		Datuk Yong Peng Tak
		Mr. Tan Choon Soon
		Puan Azian Binti Mohd Yusof
		Mr. Chin Yoke Wah
		Mr. Huang Kai Lin (Alternate Director to Huang Sha)
DIRECTOR	PRESENT	: Mr. Chua Yi Rong, Edmund (Cai Yirong, Edmund)
THROUGH	LIVE	[Alternate Director to Tan Kang Seng]
STREAMING	FROM THE
BROADCAST VENUE
SECRETARY		: Ms. Teo Soon Mei
MEMBERS / PROXIES /	: Participating via Remote Participation and Voting ("RPV")
CORPORATE		facilities
REPRESENTATIVES	As per the summary of Attendance List and Login List
BY INVITATION	: Participating via RPV facilities
		As per the summary of Attendance List and Login List

As at 21 February 2024, being the cut-off date for determining who shall be entitled to attend the Company's 18th AGM, the Company had 57 depositors and the total number of issued shares stood at 212,658,750 ordinary shares. Based on the registration data given by the Company's Share Registrar as at 10.00 a.m. on 23 February 2024, a total of eighty seven (87) shareholders/proxies had registered through RPV facilities for attending the 18th AGM, representing 237,003,547 ordinary shares, which constituted 47.5961% of the total issued shares of the Company.

CHAIRMAN'S OPENING REMARKS

Datuk Ng Peng Hong @ Ng Peng Hay ("the Chairman"), chaired the 18th AGM ("Meeting") at the Broadcast Venue held through live streaming. The Chairman, on behalf of the Board and Management, welcomed the shareholders/proxies and invitees to the Meeting.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

The Chairman informed the shareholders that the Meeting is conducted virtually through live streaming and online remote voting using the Remote Participation and Voting facilities ("RPV Facilities") from the Broadcast Venue, which is in line with the provisions of Section 327 of the Companies Act 2016 and Clause 58 of the Company's Constitution, as well as the Securities Commission Malaysia's "Guidance and FAQs on the Conduct of General Meetings for Listed Issuers".

The Chairman then proceeded to introduce the Board members presented at the Broadcast Venue and joined remotely. The Chairman also introduced the Company Secretary, representative of the External Auditors and the Financial Controller all of whom were present at the Broadcast Venue.

QUORUM

The Company Secretary confirmed that the presence of a requisite quorum pursuant to Clause 66 of the Company's Constitution at the commencement of the Meeting. She added that proxies had been received from 57 shareholders representing 212,658,750 shares within the stipulated prescribed period of forty-eight (48) hours before the time for convening the Meeting.

The Chairman then declared the Meeting duly convened.

POLLING AND PROCEEDING

The Chairman briefed certain provisions of the Company's Constitution to the shareholders:-

1. Pursuant to Clause 73 of the Company's Constitution, any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and was intended to be moved at any general meeting shall be voted by poll. Subject to the Companies Act 2016 and the Company's Constitution, every resolution shall be decided by a majority of votes.
2. In compliance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all proposed resolutions set out in the Notice of the Meeting would be voted by way of a poll and the Company must appoint at least one (1) independent scrutineer to validate the votes cast at the general meeting.
3. The Company had appointed Symphony Corporate Services Sdn. Bhd. ("Symphony") as the Poll Administrators to conduct the poll by way of electronic voting using the RPV Facilities, and Propoll Solutions Sdn. Bhd. ("Propoll") as the independent Scrutineer to verify and validate the poll results.
4. The voting session started at the commencement of the Meeting and it remained open throughout the Meeting, until such time when the Chairman announced the closure of the polls.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

1. Shareholders or proxies of the Company could exercise their right to participate in the Meeting under RPV Facilities including to transmit their questions in real time by using the Questions and Answers ("Q&A") Panel and participating electronic voting remotely at the Meeting. The Directors and the Management of the Company would respond to the questions during the Q&A session after dealing with all the items on the Agenda of the Meeting.

The Chairman then called upon the representative of Symphony to brief the shareholders and played a video clip on the electronic voting procedures through the RPV Facilities. A short video clip was presented on screen to guide the shareholders / proxies on the electronic voting instruction.

The Chairman once again reminded the shareholders that the voting on the proposed resolutions has commenced at the start of the Meeting, until such time when the Chairman announces the closure of the voting session.

NOTICE

The Notice of the Meeting together with the Statement Accompanying the Notice of the 18th AGM dated 24 January 2024 as set out on pages 157 to 165 of the Annual Report 2023 of the Company ("AR 2023") of the Company is available on the Company's website. The Notice of the Meeting was issued and having been circulated within the prescribed period in accordance with the Company's Constitution was with the permission of the Meeting, taken as read.

AGENDA 1 TO LAY BEFORE THE MEETING THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2023 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Chairman informed the Meeting that the first item on the Agenda was to receive the Audited Financial Statements for the financial year ended 30 September 2023 together with the Reports of the Directors and Auditors thereon ("AFS 2023"). The Chairman further informed the Meeting that the AFS 2023 were made available to all members on the Company's website within the prescribed period or being delivered to shareholders who are entitled to receive notice of the Meeting. The Chairman then informed that the AFS 2023 were tabled for discussion purposes only as it does not require shareholders' approval. Hence, it would not be put forward for voting.

The Chairman informed the Meeting that all the questions received by the Company would be dealt during the Q&A session later.

The Chairman then proceeded to declare that the AFS 2023 be and are hereby duly received.

The Meeting then proceeded to the next item on the Agenda.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

AGENDA 2 ORDINARY RESOLUTION 1

• TO APPROVE THE PAYMENT OF NON-EXECUTIVE DIRECTORS' FEES FOR AN AMOUNT OF UP TO RM1,500,000.00 PAYABLE TO NON-EXECUTIVE DIRECTORS ON A MONTHLY BASIS FOR THE PERIOD FROM 24 FEBRUARY 2024 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY; AND
• TO APPROVE THE NON-EXECUTIVE DIRECTORS' BENEFITS (EXCLUDING DIRECTORS' FEES) FOR AN AMOUNT OF UP TO
  RM112,500.00 PAYABLE TO NON-EXECUTIVE DIRECTORS FOR THE PERIOD FROM 24 FEBRUARY 2024 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY

The Chairman informed the Meeting that the second item on the Agenda was in relation to the payment of Non-Executive Directors' Fees of up to RM1,500,000.00 and Directors' benefit (excluding Directors' fees) of RM112,500.00 payable to the Non-Executive Directors of the Company on a monthly basis for the period from 24 February 2024 until the next Annual General Meeting of the Company.

Being interested in Ordinary Resolution 1, the Chairman handed the chair to Ms. Huang Yu Fen, the Executive Director ("Ms. Huang") to present Ordinary Resolution 1. Ms. Huang then took over the Chair and proceeded with the Agenda in hand.

She informed the Meeting that the proposed Directors' fees payable to the Non-Executive Directors of the Company as well as benefits given for the period from 24 February 2024 until the next Annual General Meeting of the Company are derived based on the current Board size and number of scheduled Board and Board Committee Meetings to be held. This Resolution is to facilitate payment of Directors' benefits for the financial year 2024/2025.

She also informed that all Non-Executive Directors, being the interested Directors as well as their person(s) connected would be abstained from voting on this resolution.

Ms. Huang reminded the shareholders / proxies that they could transmit their live questions by using the Q&A Panel in the RPV facilities.

AGENDA 3(i) ORDINARY RESOLUTION 2

TO RE-ELECT DATUK NG PENG HONG @ NG PENG HAY, THE RETIRING DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 84.1 OF THE COMPANY'S CONSTITUTION

Ms. Huang then proceeded with the item under Agenda 3(i), Ordinary Resolution 2. Ms. Huang informed the Meeting that Agenda 3(i) was in relation to the re-election of Datuk Ng Peng Hong @ Ng Peng Hay, who retires pursuant to Clause 84.1 of the Company's Constitution and being eligible, has offered himself for re-election.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

Ms. Huang informed the Meeting that the profile of Datuk Ng Peng Hong @ Ng Peng Hay has been set out on Page 12 of the AR 2023, under the heading of 'Directors' Profile'. It was informed that the Board had unanimously recommended the re-election of Datuk Ng Peng Hong @ Ng Peng Hay under Ordinary Resolution 2.

At this juncture, Ms. Huang handed over the chair to the Chairman for the next agenda item.

AGENDA 3(ii) ORDINARY RESOLUTION 3

TO RE-ELECT MR. HUANG SHA, THE RETIRING DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 84.1 OF THE COMPANY'S CONSTITUTION

The Chairman thanked Ms. Huang and proceeded to the item under Agenda 3(ii).

The Chairman informed the Meeting that the item under Agenda 3(ii), Ordinary Resolution 3 was in relation to the re-election of Mr. Huang Sha, who retires pursuant to Clause 84.1 of the Company's Constitution and being eligible, has offered himself for re-election.

The Chairman also reminded that the profile of Mr. Huang Sha can be found on Page 13 and Page 14 of the Company's AR 2023 and that the Board had unanimously recommended the re-election of Mr. Huang Sha under Ordinary Resolution 3.

The Meeting then proceeded to the next Agenda.

AGENDA 4 ORDINARY RESOLUTION 4

TO RE-ELECT MR. TAN CHOON SOON, THE RETIRING DIRECTOR OF THE COMPANY, WHO RETIRES PURSUANT TO CLAUSE 91 OF THE COMPANY'S CONSTITUTION

The Chairman continued with Agenda 4 which was pertaining to the reelection of Mr. Tan Choon Soon, the retiring Director, who retires pursuant to Clause 91 of the Company's Constitution and being eligible, offers himself for re-election under Ordinary Resolution 4. His profile can be found on Page 22 of the AR 2023.

The Meeting was informed that the Board had unanimously recommended the re-election of Mr. Tan Choon Soon under Ordinary Resolution 4.

The Meeting then proceeded to the next agenda.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

AGENDA 5 ORDINARY RESOLUTION 5

TO RE-APPOINT MESSRS. ECOVIS MALAYSIA PLT AS THE AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

The Chairman continued with the Agenda by informing the Meeting that the item under Agenda 5, Ordinary Resolution 5 dealt with the re-appointment of Messrs. Ecovis Malaysia PLT as the Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration.

The Chairman informed the Meeting that the Auditors of the Company, Messrs. Ecovis Malaysia PLT had expressed their willingness to continue in office.

The Chairman then moved on to the special businesses of the Agenda.

AGENDA 6 ORDINARY RESOLUTION 6

RETENTION OF DATUK YONG PENG TAK AS INDEPENDENT NON- EXECUTIVE DIRECTOR

The Chairman continued with the Agenda by informing the Meeting that the item under special business in Agenda 6 was to consider the continuation of office of Datuk Yong Peng Tak, who will have served as the Independent Non-Executive Director for a cumulative term of more than nine (9) years by 31 March 2024.

The Chairman reiterated that the Board recommended the continuation of office of Datuk Yong Peng Tak based on the justification set out in Explanatory Note 3 of the Notice of AGM and Statement Accompanying the Notice of AGM subject to the approval from the shareholders of the Company through a two-tier voting process pursuant to Practice No. 5.3 of the Malaysian Code on Corporate Governance 2021.

The Chairman explained to the Meeting the provisions under the Malaysian Code on Corporate Governance governing the casting of two-tier voting process for the appointment of long-serving independent directors. The Meeting noted that the full text of Ordinary Resolution 6 was set out in the Notice of the 18th AGM. With permission of the Meeting, the Chairman declared that the proposed resolution was taken as read.

Once again, the Chairman reminded the Meeting that they could transmit their live questions by using the Q&A Panel in the RPV facilities.

The Meeting then proceeded to the next item on the Agenda.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

AGENDA 7 ORDINARY RESOLUTION 7

AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016

The Chairman moved on to the next item on the Agenda and informed the Meeting that Ordinary Resolution 7 was to consider the authority to issue shares under Sections 75 and 76 of the Companies Act 2016, which if passed, would empower the Directors to allot and issue new shares pursuant to Sections 75 and 76 of the Companies Act 2016 not exceeding 10% of the total number of issued shares (excluding treasury shares) under Paragraph 6.04(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Chairman highlighted that should the existing shareholders of the Company approve this Ordinary Resolution 7, they are waiving their preemptive right pursuant to Section 85(1) of the Companies Act 2016, which then would allow the Directors to issue new shares to any person without having to offer the said new shares equally to all existing shareholders of the Company prior to the issuance.

The Chairman informed the Meeting that the full text of Ordinary Resolution 7 can be found in the Notice of Meeting dated 24 January 2024. With the permission of the Meeting, the Chairman declared that the proposed resolution was taken as read.

AGENDA 8 ORDINARY RESOLUTION 8

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

Being interested in Agenda 8, the Chairman handed the chair to Datuk Yong Peng Tak ("Datuk Thomas") who is the Senior Independent Non-Executive Director of the Company to present Ordinary Resolution 8.

Datuk Thomas proceeded with the Agenda 8 and informed the Meeting that Ordinary Resolution 8 was in relation to the approval of the proposed renewal of shareholders' mandate for recurrent related party transactions of a revenue or trading nature.

Datuk Thomas further informed the Meeting that the Directors of the Company namely, Datuk Ng Peng Hong @ Ng Peng Hay, Mr. Tan Kang Seng, Mr. Huang Sha, Ms. Huang Yu Fen, Mr. Huang Kai Lin, Mr. Chua Yi Rong, Edmund (Cai Yirong, Edmund) and Mr. Leong Hon Chong who is the director of the subsidiary company, Wellcall Hose (M) Sdn. Bhd., including person(s) connected to them would be abstained from voting on this resolution in respect of their direct and indirect shareholdings in the Company.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

Datuk Thomas informed the Meeting that the full text of the proposed resolution was set out in the Notice of the Meeting and the full content was stipulated in the Circular to Shareholder dated 24 January 2024. With the permission of the Meeting, he declared the proposed resolution was taken as read.

Datuk Thomas also reminded the shareholders / proxies that they could transmit their live questions by using the Q&A Panel in the RPV facilities.

The Meeting then proceeded to the next item on the Agenda and Datuk Thomas handed over the chair back to the Chairman.

AGENDA 9 TO TRANSACT ANY OTHER ORDINARY BUSINESS OF WHICH DUE NOTICE HAS BEEN GIVEN IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION AND/OR COMPANIES ACT 2016

The Chairman then informed the Meeting that the final item in the Agenda was for the transaction of any other business of which due notice shall have been given in accordance with the Company's Constitution and/or Companies Act 2016. The Chairman further informed the Meeting that the Company Secretary had confirmed that no notice had been received from the shareholders to transact any other ordinary business at the Meeting and the Meeting shall then proceed to Q&A session.

Q&A SESSION

The Chairman informed the Meeting that the Company had received a letter from the Minority Shareholders Watch Group ("MSWG") dated 16 February 2024 pertaining to queries on the Operational and Financial Matters, Sustainability Matters and Corporate Governance Matters of the Company. There were altogether six (6) issues being raised by MSWG. Mr. Yu Tat Keong, Gary, the Financial Controller of the Company ("Mr. Gary Yu") was invited to read out the following questions raised by MSWG and provided the replies:-

Question 1:

Additionally, we are less affected by logistical disruptions, allowing us to deliver most customer orders promptly and maintain long-lasting relationship. (Page 9 of AR 2023)

What are the specific measures taken by the Group to cushion the effects of logistical disruptions?

Response to Question 1:

Most of our customers' orders are delivered promptly without any delay and there is no customer complaint related to logistical disruption. The delay is mainly due to rescheduling of deliveries by our customers.

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

Question 2:

The volatility of raw material costs arising from the global demand and supply mechanism, as well as currency fluctuations, has affected our pricing strategy and operating cost. However, the Group is still able to minimize and manage the impact of raw material sentiment by maintaining a gross profit margin range above 30% margin."

Please elaborate how does the Group minimise and manage the impact of raw material sentiment?

Response to Question 2:

In order to secure the supply of key raw materials, our procurement team continuously maintain a close communication with the key raw materials suppliers and constantly monitors the cost fluctuation of raw materials. Meanwhile, we also maintain a buffer inventory of raw materials which can serve our production for up to three (3) months to avoid interruption in production.

Question 3:

In order to improve production efficiency, the Group actively invests in automation. Currently, the Group is in the process of expanding one of its plants to increase production capacity and improve production efficiency. The Group expects the expansion to be completed by March 2024, with a capital expenditure of approximately RM10 million" (Page 11 of the AR 2023)

1. Please provide the percentage of the operations that have been automated to-date.
2. Which process of the operations / production has been automated so far?
3. What is the expected increase in production capacity following the expansion?

Response to Question 3:

1. The operations have been automated to-date within the range of 60%, 10% semi- automated and 30% manual.
2. Semi-automatedfor extrusion and mandrel lines and fully-automated for spiral lines.
3. The Group expected to increase approximately of 20% in productivity and efficiency.

Question 4:

The table below set forth the calculated CO2 emissions (in kilograms) for each type of waste for the years 2021, 2022, and 2023, using general emission factors:

Year	Packing Materials	Containment	Other Materials
	(kg)	Materials (kg)	(kg)
2021	216,142	47,923	52,549
2022	252,710	28,774	147,040
2023	260,557	264,343	62,246

(Source: Page 72 of the AR 2023)

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WELLCALL HOLDINGS BERHAD

[Registration No. 200501025213 (707346-W)]

(Minutes of the Eighteenth Annual General Meeting ("18th AGM") held on 23 February 2024 - Cont'd)

The Company mentioned some key strategies that could be effective in reducing waste in the AR 2023. What are the waste reduction strategies that have been implemented to-date?

Response for Question 4:

The Company continuously practicing the key strategies that could be effective in reducing waste which mentioned in page 73 of AR 2023, 11.2.1 Waste Minimisation at Source.

Question 5:

The turnover rate by gender as of 30 September 2023 for the female and male was 32% and 47% respectively. (Source: Page 77 of the AR 2023)

1. What are the reasons for the abovementioned turnover rate?
2. What impact does such turnover have on the operations of the Group?
3. How does the Group address such a high turnover rate?

Response for Question 5:

There is low impact on the operations of the Group as the employee turnover rate was mainly due to low-skilled foreign workers where their contracts were expired during the financial year under review. The Group requires less effort to train up the low-skilled workers which the turnover easily being replaced by a new batch of foreign workers.

Question 6:

Practice 13.6 of the Malaysian Code on Corporate Governance (MCCG) stipulates that the minutes of the general meeting should be distributed to shareholders no later than 30 business days after the general meeting. As of 15 February 2024, the minutes of the 17th general meeting (held on 24 February 2023) were still not available.

Please provide reason(s) for the delay in uploading the minutes of the general meeting held approximately a year ago and outlining any challenges faced by the Company that led to this departure, if any.

Response for Question 6:

The minutes was uploaded within the compliance timeframe at the old webpage. However, the delay in uploading the Minutes of the last AGM on the Company's website was due to technical error arising from the reengineering or revamp of old web page to the new web page. This has been immediately rectified. We apologize for the technical error.

PRE-AGM QUESTIONS DEPOSITED BY SHAREHOLDERS

Moving on, Mr. Gary Yu proceeded to respond to the questions raised by the shareholders prior to the 18th AGM. The following were the questions raised and the replies by the Company:-

Question 1:

Could management breakdown your customers based by industry?

Response to Question 1:

The Company analysed the customers based on geographical segment. It is also in accordance with applicable Malaysian Financial Reporting Standard. Segment information

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