Willowglen MSC Berhad : 24TH AGM - MINUTES OF MEETING

WILLOWGLEN MSC BERHAD

[Registration No. 199801006521(462648-V)]

(Incorporated in Malaysia)

MINUTES OF THE TWENTY-FOURTH 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, MALAYSIA ON WEDNESDAY, 25 MAY 2022 AT 10:00 A.M.

DIRECTORS	: Mr. Simon Wong Chu Keong (Chairman and Executive Director)
PRESENT AT	Mr. Wong Ah Chiew (Group Managing Director)
BROADCAST VENUE	Mr. Teh Chee Hoe (Independent Non-Executive Director)
DIRECTORS WHO	: Encik Alfian Bin Tan Sri Mohamed Basir
PARTICIPATED	(Independent Non-Executive Director)
REMOTELY	Mr. Wang Shi Tsang
	(Senior Independent Non-Executive Director)
	Mr. Au Chun Choong (Independent Non-Executive Director)
	Ms. Tan Jun (Executive Director)
	Mr. Syed Feisal Alhady (Independent Non-Executive Director)
SHAREHOLDERS	: As per Attendance List
PROXY HOLDERS	: As per Attendance List
INVITEES	: As per Attendance List
IN ATTENDANCE	: Ms. Chua Siew Chuan (Company Secretary)
	Ms. Ng Jou Yin (External Auditor)

CHAIRMAN

Mr. Simon Wong Chu Keong ("the Chairman") was elected to chair the Company's Twenty-Fourth Annual General Meeting ("AGM") ("24th AGM" or "the Meeting") in view that Encik Alfian Bin Tan Sri Mohamed Basir was unable to join the Meeting physically.

The Chairman welcomed and thanked all for participating the 24th AGM of the Company remotely from their respective locations.

The Chairman informed that despite the fact that the country is transitioning to the endemic phase of the COVID-19, with the health interest of the shareholders in mind, the Board of Directors ("Board") had decided that the 24th AGM be held virtually via live-streamed webcast and online remote voting using the remote participation and voting facilities without physical attendance by shareholders and proxy holders.

The Chairman then introduced all the Directors, the Company Secretary, and the representative of the Company's 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 Twenty-Fourth Annual General Meeting held on 25 May 2022 - cont'd)

PRESENTATION

Mr. Chew Nyuk Seong, the General Manager - Finance of the Group gave a short presentation on the financial performance of the Group for the financial year ended 31 December 2021 ("FY 2021") covering the following areas:-

1. Financial Performance of the Group for the FY 2021 as compared to the financial year ended 31 December 2020 ("FY 2020");
2. Financial Position of the Group for the FY 2021 as compared to FY 2020;
3. Outstanding Order Book as at 31 December 2019, 2020 and 2021;
4. Research and Development Expenditure; and
5. The Group's Future Plan.

NOTICES

The Notice convening the Meeting dated 18 April 2022, having been circulated within the prescribed period, was with the permission of the Meeting, taken as read.

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 of Bursa Malaysia Securities Berhad ("Bursa Securities").

The Chairman then exercised his rights as the Chairman to ask for a poll in respect of all resolutions put forth at the Meeting in accordance with Section 330 of the Companies Act 2016 ("CA 2016") and the Main Market Listing Requirements of Bursa Securities, where all resolutions which are put forth for voting at the Meeting shall be conducted by way of poll.

The Meeting was informed that there were shareholders who had appointed the Chairman of the Meeting to vote on their behalf, and 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 and proxy holders to cast and submit their votes from the start of the Meeting and shall continue to be accessible even after all the agenda items have been discussed and thereafter, an additional ten (10) minutes will be granted 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. Chua Siew Chuan, briefed that 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 and proxy holders. She added that shareholders and proxy holders 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

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WILLOWGLEN MSC BERHAD

[Registration No. 199801006521(462648-V)]

(Incorporated in Malaysia)

(Minutes of the Twenty-Fourth Annual General Meeting held on 25 May 2022 - cont'd)

would via broadcast announce the relevant question(s), and the Directors, the Company Secretary, and/or the representative of the Auditors would then answer the question(s) accordingly.

The Meeting was informed that SS E Solutions Sdn. Bhd. was the Poll Administrator, while Commercial Quest Sdn. Bhd. was 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 18 May 2022 for the 24th AGM.

1.0 AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON ("AFS 2021")

The Chairman informed the Meeting that the first item on the Agenda was to receive the AFS 2021.

The Meeting noted that the AFS 2021 was only meant for discussion 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 2021 be received.

The Chairman reminded the Meeting that questions transmitted by shareholders and proxy holders via text box would be responded to after going through all the items on the Agenda.

2.0 RESOLUTIONS 1 TO 3

• RE-ELECTIONOF THE FOLLOWING DIRECTORS, WHO ARE DUE TO RETIRE BY ROTATION IN ACCORDANCE WITH CLAUSE 124 OF THE COMPANY'S CONSTITUTION AND BEING ELIGIBLE, HAVE OFFERED THEMSELVES FOR RE-ELECTION:-
• 1. AU CHUN CHOONG
  2. TAN JUN
  3. TEH CHEE HOE

The Chairman informed the Meeting that the second item on the Agenda was to re-elect Mr. Au Chun Choong, Ms. Tan Jun, and Mr. Teh Chee Hoe, who were due to retire by rotation pursuant to Clause 124 of the Company's Constitution and being eligible for re-election, have offered themselves for re-election.

The Chairman further informed that the Profile of the Directors who are standing for re-election was set out on pages 16 to 23 of the Company's Annual Report and that the re-election of each of the aforementioned Directors will be voted on individually.

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 Twenty-Fourth Annual General Meeting held on 25 May 2022 - cont'd)

3.0 RESOLUTION 4

- PAYMENT OF DIRECTORS' FEES OF RM245,000.00 FOR THE FY 2021

The Chairman informed the Meeting that the third item on the agenda was to approve the payment of Directors' fees of RM245,000.00 (Ringgit Malaysia: Two Hundred and Forty-Five Thousand) only for the FY 2021.

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

4.0 RESOLUTION 5

• PAYMENT OF DIRECTORS' BENEFITS TO THE INDEPENDENT
  NON-EXECUTIVE DIRECTORS ("INED") UP TO RM40,000.00 FROM A DAY AFTER THE 24TH AGM UNTIL THE NEXT AGM OF THE COMPANY IN THE YEAR 2023

The Chairman informed that the next item on the Agenda was to approve the payment of Directors' benefits to the INED up to RM40,000.00 (Ringgit Malaysia: Forty Thousand) only from a day after the 24th AGM until the next AGM of the Company in the year 2023.

The Chairman added 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 6

• 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 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 retiring auditors 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 ORDINARY RESOLUTION RESOLUTION 7

- RETENTION OF WANG SHI TSANG AS AN INED

AND

ORDINARY RESOLUTION

RESOLUTION 8

• RETENTION OF ALFIAN BIN TAN SRI MOHAMED BASIR AS AN INED
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WILLOWGLEN MSC BERHAD

[Registration No. 199801006521(462648-V)]

(Incorporated in Malaysia)

(Minutes of the Twenty-Fourth Annual General Meeting held on 25 May 2022 - cont'd)

The Chairman informed the Meeting that the next two (2) items on the Agenda were Special Businesses for the approval of Ordinary Resolutions in relation to the retention of Mr. Wang Shi Tsang and Encik Alfian Bin Tan Sri Mohamed Basir as the INEDs of the Company, pursuant to the Malaysian Code on Corporate Governance.

The Chairman further added that each retention of the aforementioned INEDs would be voted on individually.

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

7.0 ORDINARY RESOLUTION RESOLUTION 9

- AUTHORITY TO ISSUE SHARES PURSUANT TO THE CA 2016

The Chairman informed that the next item on the Agenda was a Special Business for the approval of Ordinary Resolution in relation to the authority to issue shares pursuant to the CA 2016.

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 ORDINARY RESOLUTION RESOLUTION 10

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

The Chairman informed that the next item on the Agenda was a Special Business for the approval of the Ordinary Resolution in relation to the Proposed Renewal of Shareholders' Mandate.

The Chairman added that the details and rationale of the Proposed Renewal of Shareholders' Mandate were provided in Part A, Section 2.1.3 of the Circular to Shareholders dated 18 April 2022.

The Meeting noted that the Interested Directors and Interested Major Shareholders had abstained from voting 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 this Meeting.

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

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