Wellcall : NOTICE OF 17TH AGM

WELLCALL HOLDINGS BERHAD

1

WELLCALL HOLDINGS BERHAD

(Registration No. 200501025213 (707346-W))

(Incorporated in Malaysia)

notice of

annual general meeting

NOTICE IS HEREBY GIVEN THAT the Seventeenth Annual General Meeting ("17th AGM") of Wellcall Holdings Berhad ("the Company") will be held fully virtual through live streaming from the broadcast venue at Level 43A, MYEG Tower, Empire City, No.8, Jalan Damansara PJU 8, 47820 Petaling Jaya, Selangor, Malaysia ("Broadcast Venue") on Friday, 24 February 2023 at 10.00 a.m., for the following purposes :-

AGENDA

AS ORDINARY BUSINESS

1. To lay before the meeting the Audited Financial Statements for the financial	(Please refer to
	year ended 30 September 2022 together with the Reports of the Directors and	Explanatory Note 1)
	Auditors thereon.
2. To approve the payment of Non-Executive Directors' fees for an amount of up	(Please refer to
	to RM1,500,000.00 payable to Non-Executive Directors on a monthly basis for	Explanatory Note 2)
	the period from 25 February 2023 until the next Annual General Meeting of the	(Ordinary Resolution 1)
	Company, in such proportions and manner as the Directors may determine as
	follows:
	No.	Type of Director	Non-Executive Directors' fees (RM)
			the	the Board of	Total
			Company	subsidiaries
	1	Chairman of the Board	160,000	320,000	480,000
	2	Non-Independent	130,000	330,000	460,000
		Non-Executive
		Directors
	3	Independent Non-	560,000	-	560,000
		Executive Directors

AND THAT 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 25 February 2023 until the next Annual General Meeting of the Company, in such manner as the Directors may determine:-

No.	Type of Director	Non-Executive Directors' fees (RM)
		the	the Board of	Total
		Company	subsidiaries
1	Chairman of the Board	33,500	-	33,500
2	Non-Independent	19,500	12,000	31,500
	Non-Executive
	Directors
3	Independent Non-	47,500	-	47,500
	Executive Directors

ANNUAL REPORT 2022

2 WELLCALL HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

(cont'd)

3. To re-elect the following Directors who retire pursuant to Clause 89 of the Company's Constitution and being eligible, have offered themselves for re- election:-

(i)	Mr. Tan Kang Seng; and	[Ordinary Resolution 2]
(ii)	Mr. Goh Hoon Leum	[Ordinary Resolution 3]

4. To re-elect the following Directors who retire pursuant to Clause 96 of the Company's Constitution and being eligible, have offered themselves for re- election:-

	(i) Puan Azian Binti Mohd Yusof; and	[Ordinary Resolution 4]
	(ii) Mr. Chin Yoke Wah	[Ordinary Resolution 5]
5. To re-appoint Messrs. Ecovis Malaysia PLT as the Auditors of the Company for	[Ordinary Resolution 6]
	the ensuing year and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass with or without modifications, the following resolutions:-
6.	ORDINARY RESOLUTION	[Please refer to
	CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR	Explanatory Note 3]
		[Ordinary Resolution 7]
	THAT authority be and is hereby given to Mr. Goh Hoon Leum, who has served
	as an Independent Non-Executive Director of the Company for a cumulative term
	of more than nine (9) years to continue to act as an Independent Non-Executive
	Director of the Company until 31 May 2023.
7.	ORDINARY RESOLUTION	[Please refer to
	-  AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO THE	Explanatory Note 4]
	COMPANIES ACT 2016	[Ordinary Resolution 8]

THAT pursuant to the Companies Act 2016 ("the Act"), the Constitution of the Company, the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities") and approvals of the relevant government and/or regulatory authorities, where such approval is required, the Directors of the Company be and are hereby authorised and empowered pursuant to Sections 75 and 76 of the Act, to issue and allot shares in the capital of the Company, grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer ("New Shares") from time to time, at such price, to such persons and for such purposes and upon such terms and conditions as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be issued, to be subscribed under any rights granted, to be issued from the conversion of any security, or to be issued and allotted under an agreement or option or offer, pursuant to this resolution, when aggregated with the total number of any such shares issued during the preceding 12 months does not exceed ten per centum (10%) of the total number of issued shares of the Company (excluding treasury shares) for the time being ("Proposed General Mandate");

ANNUAL REPORT 2022

WELLCALL HOLDINGS BERHAD

3

NOTICE OF ANNUAL GENERAL MEETING

(cont'd)

THAT the existing shareholders of the Company do hereby waive their preemptive rights pursuant to Section 85(1) of the Act read together with Paragraph

7.08 of the Listing Requirements and the Company's Constitution to be offered the New Shares to be allotted and issued under the Proposed General Mandate, which rank equally with the existing issued shares in the Company;

THAT such approval on the Proposed General Mandate shall continue to be in force until:

1. The conclusion of the next Annual General Meeting of the Company held after the approval was given;
2. The expiration of the period within which the next Annual General Meeting of the Company is required to be held after the approval was given; or
3. Revoked or varied by resolution passed by the shareholders of the Company in a general meeting;

Whichever is earlier.

THAT the Directors be and are hereby also empowered to obtain approval from

Bursa Securities for the listing and quotation for such New Shares on Bursa

Securities;

THAT authority be and is hereby given to the Directors of the Company, to give effect to the Proposed General Mandate with full powers to assent to any conditions, modifications, variations and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities.

AND THAT the Directors of the Company be and are hereby authorised to implement, finalise, complete and take all necessary steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the Proposed General Mandate.

ANNUAL REPORT 2022

4 WELLCALL HOLDINGS BERHAD

NOTICE OF ANNUAL GENERAL MEETING

(cont'd)

8.	ORDINARY RESOLUTION	[Please refer to
	-  PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR	Explanatory Note 5]
	RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR	[Ordinary Resolution 9]
	TRADING NATURE
	THAT approval be given to the Company and/or its subsidiary company to
	enter into recurrent transactions of a revenue or trading nature with related
	parties which are necessary for the Company's and/or its subsidiary's day-to-
	day operations and carried out in the ordinary course of business on normal
	commercial terms not more favourable to the related parties than those generally
	available to the public and are not to the detriment of the minority shareholders
	as set out in Part A of the Company's Circular to Shareholders dated 26 January
	2023 ("the Mandate");
	AND THAT the Directors be and are hereby empowered to do all such acts and
	things (including executing all such documents as may be required) as they
	may consider expedient or necessary to give full effect to the Mandate, with full
	powers to assent to any conditions, modifications, revaluations, variations and/
	or amendments (if any) as may be imposed by the relevant authorities AND THAT
	the Mandate shall commence upon passing of this ordinary resolution and will
	expire at the conclusion of the next AGM of the Company following the passing
	of this ordinary resolution or the expiry of the period within which the next AGM
	is required by law to be held but shall not extend to such extension as may be
	allowed pursuant to Section 340(4) of the Companies Act, 2016 (unless earlier
	revoked or varied by ordinary resolution of the shareholders of the Company in
	general meeting).
9.	SPECIAL RESOLUTION	[Please refer to
	- PROPOSED ADOPTION OF NEW CONSTITUTION OF THE COMPANY	Explanatory Note 6]
		[Special Resolution]
	THAT approval be and is hereby given to revoke the existing Constitution of
	the Company with immediate effect and in place thereof, the proposed new
	Constitution of the Company, as set out in "Appendix II" in Part B of the Circular
	to Shareholders dated 26 January 2023 to be despatched together with the
	Company's Annual Report 2022 be and is hereby adopted as the Constitution of
	the Company ("Proposed Adoption");
	AND THAT the Directors of the Company be and are hereby authorised to assent
	to any modification, variation and/or amendment as may be required by the
	relevant authorities (if any) and to do all acts and things and take all such steps
	as may be considered necessary to give effect to the Proposed Adoption.
10.	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.

BY ORDER OF THE BOARD

TEO SOON MEI (SSM PC No. 201908000235) (MAICSA 7018590)

LIM JIA HUEY (SSM PC No. 201908000929) (MAICSA 7073258)

TEE WAN TING (SSM PC No. 202208000388) (MAICSA 7077906)

Company Secretaries

Kuala Lumpur

Dated: 26 January 2023

ANNUAL REPORT 2022

WELLCALL HOLDINGS BERHAD

5

NOTICE OF ANNUAL GENERAL MEETING

(cont'd)

Explanatory Notes on Ordinary and Special Businesses:

1. Item 1 of the Agenda
   This Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. As such, this Agenda item is not put forward for voting.
2. Item 2 of the Agenda
   Section 230(1) of the Companies Act 2016 provides that the fees of the directors and any benefits payable to the directors including any compensation for loss of employment of a director or former director of a public company or a listed company and its subsidiaries, shall be approved at a general meeting.
   The Company had, at its Sixteenth Annual General Meeting ("16th AGM") held on 21 February 2022, obtained approval from the shareholders in respect of:-

Approved limit granted by the shareholders at the 16th AGM

						Directors'		Meeting allowance and
						Fee (RM)		claimable benefits (RM)
Chairman						350,000			26,500
Independent Non-Executive Directors			846,000			98,500
Non Independent Non-Executive Directors			304,000			25,000
Total for Non-Executive Directors			1,500,000			150,000
("Approved Limit")
The Directors remuneration policy of the Company and its subsidiaries for the financial	year ended 30
September 2022 is as follows:-
	The Company	The Board of subsidiaries			Total ("Column I")
			Meeting				Meeting				Meeting
			allowance				allowance				allowance
			and				and				and
	Directors'		claimable	Directors'		claimable		Directors'	claimable
	Fee		benefits		Fee		benefits			Fee	benefits
	(RM)		(RM)		(RM)		(RM)			(RM)	(RM)
Chairman	120,000		26,500	230,000		-		350,000	26,500
Independent	398,000		27,000		-		-		398,000	27,000
Non-
Executive
Directors
Non-	164,000		25,000	140,000		-		304,000	25,000
Independent
Non-
Executive
Directors
Total	682,000		78,500	370,000				1,052,000	78,500

ANNUAL REPORT 2022