Wellcall Berhad : NOTICE OF 16TH AGM

WELLCALL HOLDINGS BERHAD	1
ANNUAL REPORT 2021

WELLCALL HOLDINGS BERHAD

(Registration No. 200501025213 (707346-W))

(Incorporated in Malaysia)

notice of

annual general meeting

NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting ("16th AGM") of Wellcall Holdings Berhad ("the Company") will be held virtually through the live streaming from the broadcast venue at Level 18, Plaza VADS, No.1, Jalan Tun Mohd Fuad, Taman Tun Dr Ismail, 60000 Kuala Lumpur on Monday, 21st February 2022 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 year	(Please refer to
	ended 30th September 2021 together with the Reports of the Directors and	Explanatory Note 1)
	Auditors thereon.
2.	To approve the payment of additional Directors' fees of RM75,000.00 to Non-	(Please refer to
	Executive Directors for the financial year ended 30th September 2021.	Explanatory Note 2)
		(Ordinary Resolution 1)
3.	To approve the payment of Directors' fees for an amount up to RM1,500,000.00	(Please refer to
	and Directors' benefits (excluding Directors' fees) for an amount up to	Explanatory Note 2)
	RM150,000.00 payable to the Non-Executive Directors on a monthly basis for	(Ordinary Resolution 2)
	the period from 1st October 2021 until the Seventeenth Annual General Meeting
	of the Company.

4. 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:-

(a) Datuk Ng Peng Hong @ Ng Peng Hay	(Ordinary Resolution 3)
(b) Mr. Huang Sha	(Ordinary Resolution 4)
(c) Mr. Yong Peng Tak	(Ordinary Resolution 5)
(d) Ms. Huang Yu Fen	(Ordinary Resolution 6)
5. To re-appoint Messrs Ong & Wong as Auditors of the Company for the financial	(Ordinary Resolution 7)
year ending 30th September 2022 and to authorise the Directors to deliberate on
the Auditors' remuneration.

2	WELLCALL HOLDINGS BERHAD
ANNUAL REPORT 2021

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[cont'd]

AS SPECIAL BUSINESS

To consider and if thought fit, to pass with or without modifications, the following resolutions:-

6. RETENTION OF MR. YANG CHONG YAW, ALAN AS INDEPENDENT NON-

EXECUTIVE DIRECTOR
"THAT Mr. Yang Chong Yaw, Alan, having served as Independent Non-Executive	(Please refer to
Director of the Company for a cumulative term of more than nine (9) years, be and	Explanatory Note 3)
is hereby retained as the Independent Non-Executive Director of the Company in	(Ordinary Resolution 8)
accordance with the Malaysian Code on Corporate Governance."

7. RETENTION OF MR. GOH HOON LEUM AS INDEPENDENT NON-EXECUTIVE DIRECTOR

	"THAT Mr. Goh Hoon Leum, having served as Independent Non-Executive	(Please refer to
	Director of the Company for a cumulative term of more than nine (9) years, be and	Explanatory Note 3)
	is hereby retained as the Independent Non-Executive Director of the Company in	(Ordinary Resolution 9)
	accordance with the Malaysian Code on Corporate Governance."
8.	RETENTION OF DATUK NG PENG HONG @ NG PENG HAY AS INDEPENDENT
	NON-EXECUTIVE DIRECTOR
	"THAT subject to the passing of Ordinary Resolution 3, Datuk Ng Peng Hong	(Please refer to
	@ Ng Peng Hay, having served as Independent Non-Executive Director of the	Explanatory Note 3)
	Company for a cumulative term of more than nine (9) years, be and is hereby	(Ordinary Resolution 10)
	retained as the Independent Non-Executive Director of the Company in
	accordance with the Malaysian Code on Corporate Governance."
9.	RETENTION OF DATO' HAJI MOHTAR BIN NONG AS INDEPENDENT NON-
	EXECUTIVE DIRECTOR
	"THAT Dato' Haji Mohtar Bin Nong, having served as Independent Non-Executive	(Please refer to
	Director of the Company for a cumulative term of more than nine (9) years, be and	Explanatory Note 3)
	is hereby retained as the Independent Non-Executive Director of the Company in	(Ordinary Resolution 11)
	accordance with the Malaysian Code on Corporate Governance."
10.	AUTHORITY TO ISSUE SHARE UNDER SECTIONS 75 AND 76 OF THE
	COMPANIES ACT, 2016
	"THAT subject always to the Companies Act 2016 ("the Act"), the Constitution	(Please refer to
	of the Company, the Main Market Listing Requirements ("MAIN LR") of Bursa	Explanatory Note 4)
	Malaysia Securities Berhad ("Bursa Securities") and approvals of the relevant	(Ordinary Resolution 12)
	government and/or regulatory authorities, the Directors 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 at any time to such persons, 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 must not exceed twenty per centum (20%) of the total number of issued shares of the Company (excluding treasury shares) at any point in time (Proposed 20% General Mandate").

AND THAT such approval on the Proposed 20% General Mandate shall continue to be in force until 31st December 2022.

WELLCALL HOLDINGS BERHAD	3
ANNUAL REPORT 2021

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[cont'd]

AND THAT with effect from 1st January 2023, the general mandate shall be reinstated from a 20% limit to a 10% limit pursuant to Rule 6.03 of the MAIN LR of Bursa Securities provided that the aggregate number of such new shares to be issued by the Company from time to time, at such price, to such persons and for such purposes and such terms and conditions as the Directors may in their absolute discretion deem fit, pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding any treasury shares) of the Company for the time being ("Proposed 10% General Mandate").

AND THAT such approval on the Proposed 10% 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 the earlier.

(The Proposed 20% General Mandate and Proposed 10% General Mandate shall hereinafter refer to as "Proposed General Mandate")

AND THAT the Directors be and are hereby also empowered to obtain approval from the Bursa Securities for the listing and quotation of the additional shares so issued on Bursa Securities;

AND 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 FURTHER 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."

4	WELLCALL HOLDINGS BERHAD
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[cont'd]

11. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT

RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
"THAT approval be given to the Company and/or its subsidiary company to	(Please refer to
enter into recurrent transactions of a revenue or trading nature with related	Explanatory Note 5)
parties which are necessary for the Company's and/or its subsidiary's day-to-	(Ordinary Resolution 13)
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 the Company's Circular to Shareholders dated 21st January 2022
("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 Annual General Meeting ("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)."
12. 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 201908000235) (MAICSA 7018590)

CHUA SIEW YIN

(SSM PC 201908000289) (MAICSA 7065531) Company Secretaries

Melaka

Dated : 21st January 2022

WELLCALL HOLDINGS BERHAD	5
ANNUAL REPORT 2021

notice of the annual general meeting

[cont'd]

Explanatory Notes on Ordinary and Special Businesses:-

1. Item 1 of the Agenda
   This item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 in Malaysia requires that Audited Financial Statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. As such, this Agenda item is not a business which requires a resolution to be put to the vote by Shareholders.
2. Item 2 and 3 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 Fifteenth AGM ("15th AGM") held on 22 February 2021, obtained approval from the shareholders in respect of:-
3. 1. the payment of Directors' fees of RM977,000 to the Non-Executive Directors ("NEDs") for the period from 1 October 2020 until the 16th AGM; and
   2. the payment of the Directors' benefits payable (excluding Directors' fees) an amount up to RM130,000.00 to Non-Executive Directors for the period from 23 February 2021 until the next Annual General Meeting of the Company

The Non-Executive Directors remuneration policy of the Company and its subsidiaries for the financial year ended 30 September 2021 is as follows:-

	Company	Board of subsidiaries	Total
		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
Other Non-	562,000	63,000	140,000	-	702,000	63,000
Executive
Directors
				Total	1,052,000	89,500

Details of the Directors' Remuneration for the financial year ended 30 September 2021 are enumerated on page 39 of the Corporate Governance Overview Statement of the Company's annual report