Willowglen MSC : 25TH AGM - MINUTES OF MEETING

WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

(Incorporated in Malaysia)

MINUTES OF THE TWENTY-FIFTH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON A VIRTUAL BASIS AT THE BROADCAST VENUE AT THE BOARD ROOM, NO. 1, JALAN 2/149B, TAMAN SRI ENDAH, BANDAR BARU SRI PETALING, 57000 KUALA LUMPUR, WILAYAH PERSEKUTUAN, MALAYSIA ON WEDNESDAY, 17 MAY 2023 AT 10:00 A.M.

DIRECTORS	: Encik Alfian Bin Tan Sri Mohamed Basir
PRESENT AT	(Chairman and Independent Non-Executive Director)
BROADCAST VENUE	Mr. Wong Ah Chiew (Managing Director)
	Mr. Simon Wong Chu Keong (Executive Director)
	Ms. Tan Jun (Executive Director)
	Mr. Wang Shi Tsang
	(Senior Independent Non-Executive Director)
	Mr. Au Chun Choong (Independent Non-Executive Director)
	Mr. Teh Chee Hoe (Independent Non-Executive Director)
	Mr. Syed Feisal Alhady (Independent Non-Executive Director)
SHAREHOLDERS,	: As per Attendance List
PROXIES AND
CORPORATE
REPRESENTATIVES
BY INVITATION	: Mr. Chew Nyuk Seong
	(General Manager - Finance & Corporate Secretarial)
	Ms. Phang Pooi Yee (Senior Manager - Corporate Secretarial)
	Ms. Ng Jou Yin (Representative of the External Auditors,
	Messrs. Baker Tilly Monteiro Heng PLT)
	Ms. Toh Kelron (Representative of the External Auditors,
	Messrs. Baker Tilly Monteiro Heng PLT)
IN ATTENDANCE	: Ms. Tan Ley Theng (Company Secretary)
	Ms. Cathy Chew (Assisting the Company Secretary)
	Ms. Vicky Chong (Assisting the Company Secretary)

CHAIRMAN

Encik Alfian Bin Tan Sri Mohamed Basir ("the Chairman") was in the Chair. He welcomed and thanked all the shareholders, proxies and corporate representatives for participating in the Twenty-Fifth Annual General Meeting ("AGM") ("25th AGM" or "the Meeting") of the Company remotely from their respective locations.

The Chairman informed that the Board of Directors ("Board") had decided that the 25th AGM be held virtually via live-streamed webcast and online remote voting using the remote participation and voting facilities without physical attendance by shareholders, proxies and corporate representatives.

The Chairman then introduced all the Directors, the Company Secretary, and the representative of the Company's External Auditors.

QUORUM

The requisite quorum being present pursuant to Clause 92 of the Company's Constitution, the Chairman declared the Meeting duly convened.

WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

(Incorporated in Malaysia)

(Minutes of the 25th AGM held on 17 May 2023 - cont'd)

PRESENTATION

Mr. Chew Nyuk Seong ("Mr. Chew"), General Manager - Finance & Corporate Secretarial, gave a short presentation on the financial performance of the Company and its subsidiaries ("the Group") for the financial year ended 31 December 2022 ("FY 2022") covering the following areas:-

1. Financial Performance of the Group for the FY 2022 as compared to the financial year ended 31 December 2021 ("FY 2021");
2. Financial Position of the Group for FY 2022 as compared to FY 2021;
3. Outstanding Order Book as at 31 December 2020, 2021 and 2022;
4. Research and Development ("R&D") Expenditure; and
5. The Group's Future Plan.

VOTING PROCEDURES

The Chairman informed that the voting for the Meeting would be conducted by way of poll in compliance with the Main Market Listing Requirements ("Main LR") of Bursa Malaysia Securities Berhad ("Bursa Malaysia Securities"). The Chairman then exercised his rights as the Chairman to ask for a poll in accordance with Section 330 of the Companies Act 2016 ("the Act") in respect of all resolutions put forth for voting at the Meeting to demonstrate shareholder democracy of one-shareone-vote.

The Meeting was informed that there were shareholders who were unable to participate in the Meeting and had appointed the Chairman to vote on their behalf. Hence, the Chairman would be voting as their proxy in accordance with their voting instructions, where indicated.

The Meeting was further informed that the voting module had been made accessible to all shareholders, proxies and corporate representatives to cast and submit their votes from the start of the Meeting and continued to be accessible after all the agenda items have been discussed and thereafter, an additional ten (10) minutes would be given for all to submit their votes after the question-and-answer session ("Q&A session").

The Chairman also informed that while the Company had taken all efforts to ensure a smooth live stream, the quality of the broadcast might be affected by each person's internet bandwidth connection and stability at their respective remote locations.

PROCEEDINGS

The Company Secretary, Ms. Tan Ley Theng, briefed that since there was no legal requirement for a proposed resolution to be seconded, the Meeting would first be taken through all the Agenda items, followed by a Q&A session to respond to the questions transmitted by shareholders, proxies and corporate representatives. She added that shareholders, proxies and corporate representatives could exercise their rights to speak or communicate in the Meeting by submitting questions or remarks in relation to the items of the Agenda through the text box below the live stream player within the Securities Services e-Portal ("SSeP") page. The Chairman would via broadcast announce the relevant question(s), and the Directors, the Company Secretary, and/or the representative of the External Auditors would then answer the question(s) accordingly.

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WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

(Incorporated in Malaysia)

(Minutes of the 25th AGM held on 17 May 2023 - cont'd)

The Meeting was informed that SS E Solutions Sdn. Bhd. was appointed as the Poll Administrator, while Commercial Quest Sdn. Bhd. was appointed as the Independent Scrutineer to verify the results of the poll voting.

A step-by-step guide together with a short audio clip on the online voting module within the e-Portal was then played on the broadcast.

The Chairman further informed the Meeting that the Company was using the Record of Depositors as of 10 May 2023 for the 25th AGM.

NOTICE

The Notice convening the Meeting dated 17 April 2023, having been circulated within the prescribed period, was with the permission of the Meeting, taken as read.

1.0 AUDITED FINANCIAL STATEMENTS FOR THE FY 2022 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON ("AFS 2022")

The Chairman informed the Meeting that the first item on the Agenda was to receive the AFS 2022.

The Meeting noted that the AFS 2022 was meant for discussion only pursuant to Section 340(1)(a) of the Act and did not require formal approval from the shareholders, and therefore, it would not be put forward for voting.

The Chairman then declared that the AFS 2022 be received.

2.0 RESOLUTION 1

• RE-ELECTIONOF SIMON WONG CHU KEONG ("MR. SIMON WONG"), WHO WAS DUE TO RETIRE BY ROTATION IN ACCORDANCE WITH CLAUSE 124 OF THE COMPANY'S CONSTITUTION AND BEING ELIGIBLE, HAD OFFERED HIMSELF FOR RE-ELECTION

The Chairman informed the Meeting that the second item on the Agenda was to re-elect Mr. Simon Wong, who was due to retire by rotation in accordance with Clause 124 of the Company's Constitution and being eligible for re-election, had offered himself for re-election.

The Chairman further informed that the Chairman and Mr. Wang Shi Tsang who were due to retire in accordance with Clause 124 of the Company's Constitution, had expressed their intention not to seek re-election, and would hold office as Directors until the conclusion of the Meeting.

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

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WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

(Incorporated in Malaysia)

(Minutes of the 25th AGM held on 17 May 2023 - cont'd)

3.0 RESOLUTION 2

• APPROVAL OF THE PAYMENT OF DIRECTORS' FEES AMOUNTING TO RM261,000.00 FOR THE FY 2022

The Chairman informed the Meeting that the third item on the Agenda was to approve the payment of Directors' fees amounting to RM261,000.00 (Ringgit Malaysia: Two Hundred and Sixty-One Thousand) only for the FY 2022.

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

4.0 RESOLUTION 3

• APPROVAL OF THE PAYMENT OF DIRECTORS' BENEFITS TO THE
  INDEPENDENT NON-EXECUTIVE DIRECTORS ("INED") UP TO RM45,000.00 FROM A DAY AFTER THE 25TH AGM UNTIL THE NEXT AGM OF THE COMPANY IN THE YEAR 2024

The Chairman informed the Meeting that the next item on the Agenda was to approve the payment of Directors' benefits to the INED up to RM45,000.00 (Ringgit Malaysia: Forty-Five Thousand) only from a day after the 25th AGM until the next AGM of the Company in the year 2024.

The Chairman further informed the Meeting that the Directors' benefits comprised the meeting attendance allowance payable to the INED.

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

5.0 RESOLUTION 4

• RE-APPOINTMENTOF 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

The Chairman informed the Meeting that the next item on the Agenda was 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.

The Meeting noted that Messrs. Baker Tilly Monteiro Heng PLT had indicated their willingness to continue in office as Auditors of the Company.

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

6.0 SPECIAL BUSINESSRESOLUTION 5

- RETENTION OF AU CHUN CHOONG ("MR. AU") AS AN INED

The Chairman informed the Meeting that the next item on the Agenda was a Special Business to approve the ordinary resolution in relation to the retention of Mr. Au as an INED of the Company, pursuant to the Malaysian Code on Corporate Governance.

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WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

(Incorporated in Malaysia)

(Minutes of the 25th AGM held on 17 May 2023 - cont'd)

The Chairman further informed the Meeting that the Board had through the Nomination and Remuneration Committee, conducted an annual evaluation and assessment of the independence of Mr. Au and recommended that Mr. Au continue in office as Independent Director of the Company. The justifications and recommendations of the Board for the retention of Mr. Au were set out in the explanatory note of the Notice of the 25th AGM.

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

7.0 SPECIAL BUSINESSRESOLUTION 6

- AUTHORITY TO ISSUE SHARES PURSUANT TO THE ACT

The Chairman informed the Meeting that the next item on the Agenda was a Special Business to approve the ordinary resolution in relation to the authority to issue shares pursuant to the Act.

The Chairman briefed that this general mandate would provide flexibility to the Board, when the need arises, to issue and allot additional shares of not more than ten percent (10%) of the total number of issued shares of the Company. The authority shall, unless be revoked or varied by the Company in a general meeting, expire at the next AGM of the Company.

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

8.0 SPECIAL BUSINESSRESOLUTION 7

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

The Chairman informed the Meeting that the next item on the Agenda under Special Business was to approve the ordinary resolution in relation to the Proposed Renewal of Shareholders' Mandate.

The Meeting noted that the Interested Directors and Interested Major Shareholders would be abstained from voting on the abovementioned ordinary resolution pertaining to the Proposed Renewal of Shareholders' Mandate. Furthermore, they had also undertaken to ensure that the persons connected with them would also abstain from voting in respect of their direct or indirect shareholdings on the said ordinary resolution at the Meeting.

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

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