Willowglen MSC : 25TH AGM - PROXY FORM

FORM OF PROXY

		WILLOWGLEN MSC BERHAD
		Registration No. 199801006521 (462648-V)
		(Incorporated in Malaysia)
	CDS Account No.	No. of Shares Held	Mobile/Contact Number
*I/We,
bearing *NRIC No./Passport No./Registration No.
of
being a member of WILLOWGLEN MSC BERHAD hereby appoint:-
First Proxy "A"
Full Name (in Block)	NRIC / Passport No.	Proportion of Shareholdings
		No. of Shares	%
Address
*and
Second Proxy "B"
Full Name (in Block)	NRIC / Passport No.	Proportion of Shareholdings
		No. of Shares	%
Address

or the Chairman of the Meeting as *my/our proxy, to vote for *me/us on *my/our behalf at the Twenty-Fifth Annual General Meeting ("AGM") of the Company to be 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. and any adjournment thereof, in the manner indicated below:-

ORDINARY RESOLUTIONS

FOR

AGAINST

1. To re-elect Simon Wong Chu Keong, who is due to retire by rotation in accordance with Clause 124 of the Company's Constitution and being eligible, has offered himself for re-election
2. To approve the payment of Directors' fees amounting to RM261,000.00 for the financial year ended 31 December 2022
3. To approve the payment of Directors' benefits to the Independent Non-Executive Directors up to RM45,000.00 from a day after the Twenty-Fifth AGM until the date of the next AGM of the Company in the year 2024
4. To re-appoint Messrs. Baker Tilly Monteiro Heng PLT as Auditors of the Company until the conclusion of the next AGM and authorise the Directors to fix their remuneration

5. Retention of Au Chun Choong as an Independent Non-Executive Director

6. Authority to Issue Shares pursuant to the Companies Act 2016

1. Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
2. Proposed Renewal of Share Buy-Back Authority for the Company to Purchase its Own Ordinary Shares up to 10% of the Total Number of Issued Shares of the Company

(Please indicate with 'X' how you wish to cast your vote. In the absence of specific directions, the proxy may vote or abstain at his discretion.)

Signed this _______________ day of ________________________, 2023.

* Delete if not applicable

____________________________________

* Signature / Common Seal of Shareholder

Notes:

1. The Twenty-Fifth AGM ("25th AGM") will be conducted on a virtual basis by way of live streaming and online remote voting via Remote Participation and Voting ("RPV") facilities to be provided by SS E Solutions Sdn. Bhd. via Securities Services e-Portal's platform at https://sshsb.net.my. Please read carefully and follow the procedures provided in the Administrative Guide in order to register, participate and vote remotely via the RPV facilities.
2. The Broadcast Venue, which is the main venue of the 25th AGM, is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 and Clause 82 of the Company's Constitution, which require the Chairman to be present at the main venue of the 25th AGM. Accordingly, members, proxies and/or corporate representatives will not be allowed to be physically present at the Broadcast Venue on the day of the 25th AGM.
   With the RPV facilities, the members, proxies and/or corporate representatives are strongly encouraged to exercise their rights to participate (including to pose questions to the Chairman, Board of Directors or Management) and vote at the 25th AGM.
   As guided by the Securities Commission Malaysia's Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed Issuers as revised, the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all members, proxies and/or corporate representatives shall communicate with the main venue of the 25th AGM via real-time submission of typed texts through a text box within Securities Services e- Portal's platform during the live streaming of the 25th AGM as the primary mode of communication. In the event of any technical glitch in this primary mode of communication, members, proxies and/or corporate representatives may email their questions to [e-mail] the 25th AGM. The questions and/or remarks submitted by the members, proxies and/or corporate representatives will be responded to via broadcast by the Chairman, Board of Directors and/or Management during the 25th AGM.
3. In respect of deposited securities, only members whose names appear in the Record of Depositors as at 10 May 2023 ("General Meeting Record of Depositors") shall be eligible to participate in the 25th AGM or appoint proxy(ies) to participate and /or vote in his/her stead.
4. A member entitled to participate and vote at the 25th AGM of the Company shall be entitled to appoint more than one (1) proxy to participate, speak and vote in his/her stead. Where a member appoints more than one (1) proxy in relation to a meeting, the member shall specify the proportion of his/her shareholdings to be represented by each proxy, failing which the appointment shall be invalid.
5. A proxy need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to participate, speak and vote at the 25th AGM shall have the same rights as the member to participate, speak and vote at the 25th AGM.

Notes:

1. The instrument appointing a proxy shall be in writing under the hand of the member or of his/her attorney duly authorised in writing or, if the member is a corporation, either under Common Seal or under the hand of an officer or attorney duly authorised.
2. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ("Omnibus Account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.
3. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certified copy of that power or authority, shall be deposited at the office of the Poll Administrator, SS E Solutions Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, Malaysia or submitted electronically via Securities Services e-Portal at https://sshsb.net.mynot later than forty-eight (48) hours before the time set for holding the 25th AGM or any adjournment thereof. The lodging of the Form of Proxy does not preclude a member from attending and voting remotely at the 25th AGM should he/she subsequently decides to do so, provided a notice of termination of proxy authority in writing is given to the Company and deposited at the office of the Poll Administrator, SS E Solutions Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan, Malaysia not less than twenty-four (24) hours before the time stipulated for holding the 25th AGM or any adjournment thereof, and you may register for RPV as guided in the Administrative Guide. Please get in touch with the Poll Administrator, SS E Solutions Sdn. Bhd., at 03-2084 9000 for further assistance.
4. Any notice of termination of authority to act as proxy must be received by the Company before the commencement of the General Meeting or at any adjournment thereof, failing which, the termination of the authority of a person to act as proxy will not affect the following in accordance with Section 338 of the Companies Act 2016:-
5. 1. the constitution of the quorum at such meeting;
   2. the validity of anything he did as chairman of such meeting;
   3. the validity of a poll demanded by him at such meeting; or
   4. the validity of the vote exercised by him at such meeting.

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AFFIX

STAMP

WILLOWGLEN MSC BERHAD [Registration No. 199801006521 (462648-V)] c/o SS E Solutions Sdn. Bhd.

[Registration No. 202001010461 (1366781-T)]

Level 7, Menara Milenium, Jalan Damanlela,

Pusat Bandar Damansara, Damansara Heights,

50490 Kuala Lumpur, Wilayah Persekutuan

Malaysia

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