Willowglen MSC Berhad : 24TH AGM - CIRCULAR TO SHAREHOLDERS

WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting ("AGM") of the Company will 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, Malaysia on Wednesday, 25 May 2022 at 10:00 a.m. for the following purposes:-

AGENDA

As Ordinary Business

• 1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and the Auditors thereon.

  (Please refer to Explanatory Note i)

• 2. To re-elect the following retiring Directors of the Company, 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:-

  (a) Au Chun Choong	(Resolution 1)
  (b) Tan Jun	(Resolution 2)
  (c) Teh Chee Hoe	(Resolution 3)

• 3. To approve the payment of Directors' fees amounting to RM245,000.00 for the financial year

• ended 31 December 2021.

  (Resolution 4)

• 4. To approve the payment of Directors' benefits to the Independent Non-Executive Directors up to RM40,000.00 from a day after the Twenty-Fourth AGM until the date of the next AGM ofthe Company in the year 2023.

  (Resolution 5)

• 5. 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.

(Resolution 6)

As Special Business

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

• 6. Ordinary Resolution

  Retention of Wang Shi Tsang as an Independent Non-Executive Director

  "THAT Wang Shi Tsang, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, be and is hereby retained as an Independent Non-Executive Director of the Company in accordance with the Malaysian Code

  on Corporate Governance."

  (Resolution 7)

• 7. Ordinary Resolution

  Retention of Alfian Bin Tan Sri Mohamed Basir as an Independent Non-Executive Director_____________________________________________________________________

  "THAT Alfian Bin Tan Sri Mohamed Basir, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, be and is hereby retained as an Independent Non-Executive Director of the Company in accordance with

the Malaysian Code on Corporate Governance."

(Resolution 8)

8. Ordinary Resolution

8.

Ordinary Resolution

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

"THAT subject always to the Companies Act 2016, the Constitution of the Company and the "THAT subject always to the Companies Act 2016, the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad and any other relevant governmental and/or approvals from Bursa Malaysia Securities Berhad and any other relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered pursuant to the Companies regulatory authorities, the Directors be and are hereby empowered pursuant to the Companies Act 2016, to issue and allot shares in the capital of the Company from time to time at such Act 2016, to issue and allot shares in the capital of the Company from time to time at such price and upon such terms and conditions, for such purposes and to such person or persons price and upon such terms and conditions, for such purposes and to such person or persons whomsoever the Directors may in their absolute discretion deem fit always provided that the whomsoever the Directors may in their absolute discretion deem fit always provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten percent aggregate number of shares issued pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being; AND THAT (10%) of the total number of issued shares of the Company for the time being; AND THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad; AND FURTHER for the additional shares so issued on Bursa Malaysia Securities Berhad; AND FURTHER THAT such authority shall commence immediately upon the passing of this resolution and THAT such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next Annual General Meeting of the continue to be in force until the conclusion of the next Annual General Meeting of the

Company."

Company."

(Resolution 9) (Resolution 9)

9. 9.

Ordinary Resolution Ordinary Resolution

Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature________________________________________________ of a Revenue or Trading Nature________________________________________________

"THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia "THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries Securities Berhad, approval be and is hereby given to the Company and its subsidiaries ("Group") to enter into the categories of Recurrent Transactions of a revenue or trading nature ("Group") to enter into the categories of Recurrent Transactions of a revenue or trading nature which are necessary for their day-to-day operations and with those Related Parties as specified in which are necessary for their day-to-day operations and with those Related Parties as specified in Section 2.1.3 of the Circular/Statement to Shareholders dated 18 April 2022, which are necessary Section 2.1.3 of the Circular/Statement to Shareholders dated 18 April 2022, which are necessary for its day-to-day operations, to be entered into by the Group on the basis that these transactions for its day-to-day operations, to be entered into by the Group on the basis that these transactions are entered into on terms which are not more favourable than those generally available to the are entered into on terms which are not more favourable than those generally available to the public and not detrimental to the minority shareholders of the Company ("the Mandate").

public and not detrimental to the minority shareholders of the Company ("the Mandate").

THAT such authority shall commence upon passing of this resolution and shall continue to be in THAT such authority shall commence upon passing of this resolution and shall continue to be in force until:-force until:-

(a) (a)the conclusion of the next Annual General Meeting ("AGM") of the Company following the conclusion of the next Annual General Meeting ("AGM") of the Company following the forthcoming AGM at which the Mandate was passed, at which time it will lapse, unless the forthcoming AGM at which the Mandate was passed, at which time it will lapse, unless by an ordinary resolution passed at the next AGM, the authority is renewed; or by an ordinary resolution passed at the next AGM, the authority is renewed; or

(b) (b)the expiration of the period within which the next AGM of the Company is required to be the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Companies Act 2016 but shall not extend to such held pursuant to Section 340(2) of the Companies Act 2016 but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016; or extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016; or

(c) (c)revoked or varied by resolution passed by the shareholders in general meeting; revoked or varied by resolution passed by the shareholders in general meeting;

whichever is the earlier. whichever is the earlier.

AND THAT the Directors of the Company and/or any of them be and are hereby authorised to AND THAT the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things, including executing all such documents as may be complete and do all such acts and things, including executing all such documents as may be required to give effect to the transactions contemplated and/or authorised by this Ordinary required to give effect to the transactions contemplated and/or authorised by this Ordinary

Resolution."

Resolution."

(Resolution 10) (Resolution 10)

10. 10.

Ordinary Resolution Ordinary Resolution

Proposed Renewal of Share Buy-Back Authority for the Company to Purchase its own 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_____ Ordinary Shares up to 10% of the Total Number of Issued Shares of the Company_____

"THAT subject to the compliance with Section 127 of the Companies Act 2016 ("the Act"), "THAT subject to the compliance with Section 127 of the Companies Act 2016 ("the Act"), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Malaysia Securities") and all other applicable laws, rules and Securities Berhad ("Bursa Malaysia Securities") and all other applicable laws, rules and regulations and guidelines for the time being in force and the approvals of all relevant regulations and guidelines for the time being in force and the approvals of all relevant governmental and/or regulatory authority, approval be and is hereby given to the Company to governmental and/or regulatory authority, approval be and is hereby given to the Company to purchase such number of ordinary shares in the Company as may be determined by the purchase such number of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Malaysia Securities as the Directors of the Company from time to time through Bursa Malaysia Securities as the Directors may deem and expedient in the interest of the Company, provided that:

Directors may deem and expedient in the interest of the Company, provided that:

• (i) the aggregate number of ordinary shares to be purchased and/or held by the Company pursuant to this resolution shall not exceed ten percent (10%) of the total number of issued shares of the Company as quoted on Bursa Malaysia Securities as at the point of purchase; and

• (ii) the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest unaudited financial statements (where applicable) available at the time of the purchase.

THAT upon completion of the purchase by the Company of its own shares, the Directors of the Company be authorised to deal with the shares purchased in their absolute discretion in the following manner:-

• (i) cancel all the shares so purchased; and/or

• (ii) retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of Bursa Malaysia Securities; and/or

(iii) retain part thereof as treasury shares and cancel the remainder; or

in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the requirements of Bursa Malaysia Securities and any other relevant authority for the time being in force.

THAT such authority conferred by this resolution shall commence upon the passing of this resolution and shall continue to be in force until:-

• (a) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at which such resolution was passed, at which time it will lapse, unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

• (b) the expiration of the period within which the next AGM of the Company after that date is required by law to be held; or

• (c) revoked or varied by an ordinary resolution passed by the shareholders of the Company at a general meeting;

whichever occurs first.

AND THAT the Directors of the Company be authorised to give effect to the Proposed Renewal of Share Buy-Back Authority with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities and to take such steps and do all such acts and things as they may deem fit and expedient in the

best interest of the Company."

(Resolution 11)

11. To transact any other ordinary business of which due notice shall have been given.

By Order of the Board

Chua Siew Chuan (SSM PC No. 201908002648/ MAICSA 0777689) Tan Ley Theng (SSM PC No. 201908001685/ MAICSA 7030358) Company Secretaries

Kuala Lumpur

18 April 2022

Notes:

• 1. As part of the initiatives to curb the spread of the COVID-19, the Twenty-Fourth 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 athttps://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 Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth 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 Twenty-Fourth 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 [e-mail] during the Twenty-Fourth 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 Twenty-Fourth AGM.

• 3. In respect of deposited securities, only members whose names appear in the Record of Depositors as at 18 May 2022 ("General Meeting Record of Depositors") shall be eligible to participate in the Twenty-Fourth AGM or appoint proxy(ies) to participate and/or vote in his/her stead.

• 4. A member entitled to participate and vote at the AGM of the Company shall be entitled to appoint more than one (1) proxy to participate, speak and vote in his stead. Where a member appoints more than one (1) proxy in relation to a meeting, the member shall specify the proportion of his shareholdings to be represented by each proxy, failing which the appointment shall be invalid.

• 5. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation. There shall be no restriction as to the qualification of the proxy. A proxy appointed to participate, speak and vote at the Twenty-Fourth AGM shall have the same right as the member to participate, speak and vote at the Twenty-Fourth AGM.

• 6. The instrument appointing a proxy shall be in writing under the hand of the member or of his 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.

• 7. 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 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 its holds.

• 8. 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 or submitted electronically via Securities Services e-Portal athttps://sshsb.net.my not later than forty-eight (48) hours before the time set for holding the Twenty-Fourth AGM or any adjournment thereof. The lodging of the Form of Proxy does not preclude a member from attending and voting remotely at the Twenty-Fourth AGM should he 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 not less than twenty-four (24) hours before the time stipulated for holding the Twenty-Fourth AGM or any adjournment thereof, and you 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.

9. Explanatory Notes to Ordinary and Special Business

• i. Item 1 of the Agenda - Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and the Auditors thereon.

  This Agenda item is meant for discussion only, as the provision of Section 340(1)(a) of the Companies Act 2016 does not require the formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.

• ii. Ordinary Resolution 5

  Section 230(1) of the Companies Act 2016 provides amongst others, that the fees of the directors and any benefits payable to the directors of a listed company shall be approved at a general meeting.

  At the Twenty-Third AGM of the Company held on 19 May 2021, the Company had obtained the shareholders' approval for the payment of Directors' benefits to the Independent Non-Executive Directors up to RM40,000.00 from a day after the Twenty-Third AGM until the next AGM of the Company in the year 2022.

  The proposed Ordinary Resolution 5, if passed, will authorise the payment of the Directors' benefits to the Independent Non-Executive Directors up to an amount of RM40,000.00 with effect from a day after the Twenty-Fourth AGM of the Company until the next AGM of the Company in the year 2023 ("Period"). The Directors' benefits payable for the Period comprises the meeting allowance payable to the Independent Non-Executive Directors for attendance of the Board and/or Board Committee meetings, whenever meetings are called during the Period.

iii Ordinary Resolution 7

Wang Shi Tsang was appointed as an Independent Non-Executive Director of the Company on 27 June 2002. Therefore, he has served the Board for a cumulative term of more than twelve (12) years. The Board of Directors of the Company through the Nomination and Remuneration Committee, after having assessed the independence of Wang Shi Tsang, regards him to be independent based amongst others, the following justifications and recommends that Wang Shi Tsang be retained as an Independent Director of the Company subject to the approval from the shareholders of the Company through a two-tier voting process as described in the Guidance to Practice 5.3 of the Malaysian Code on Corporate Governance:

• • the aforementioned Independent Non-Executive Director fulfilled the definition of an Independent Director as set out under Paragraph 1.01 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

• • the aforementioned Independent Non-Executive Director was able to exercise independent judgement and act in the best interests of the Company.

• • there was no potential conflict of interest that the aforementioned Independent Non-Executive Director could have with the Company as he had not entered into any contract or transaction with the Company and/or its subsidiaries within the scope and meaning as set forth under Paragraph 5 of Practice Note 13 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

• • the aforementioned Independent Non-Executive Director had not developed, established or maintained any significant personal or social relationship, whether direct or indirect, with the Executive Directors, major shareholders or management of the Company (including their family members) other than normal engagements and interactions on a professional level, consistent and expected of him to carry out his duties as an Independent Non-Executive Director.

iv. Ordinary Resolution 8

Alfian Bin Tan Sri Mohamed Basir was appointed as an Independent Non-Executive Director of the Company on 9 October 2003. Therefore, he has served the Board for a cumulative term of more than twelve (12) years. The Board of Directors of the Company through the Nomination and Remuneration Committee, after having assessed the independence of Alfian Bin Tan Sri Mohamed Basir, regards him to be independent based amongst others, the following justifications and recommends that Alfian Bin Tan Sri Mohamed Basir be retained as an Independent Director of the Company subject to the