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./Company 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-Fourth 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, Malaysia on Wednesday, 25 May 2022 at 10:00 a.m. and any adjournment thereof, in the manner indicated below:-

ORDINARY RESOLUTIONS

FOR

AGAINST

1.

To re-elect the retiring Director of the Company, namely Au Chun Choong, 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 re-elect the retiring Director of the Company, namely Tan Jun, who is due to retire by rotation in accordance with Clause 124 of the Company's Constitution and being eligible, has offered herself for re-election

3.

To re-elect the retiring Director of the Company, namely Teh Chee Hoe, 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

4.

To approve the payment of Directors' fees amounting to RM245,000.00 for the financial year ended 31 December 2021

5.

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 of the Company in the year 2023

6.

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

7.

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

8.

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

9.

Authority to Issue Shares pursuant to the Companies Act 2016

10.

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

11.

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 ________________________, 2022.

* Delete if not applicable _____________________________________ * Signature / Common Seal of Shareholder

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.

Notes:

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 toeservices@sshsb.com.my 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.

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AFFIX STAMP

SS E Solutions Sdn. Bhd.

[Registration No. 202001010461 (1366781-T)] Level 7, Menara Milenium

Jalan Damanlela, Pusat Bandar Damansara Damansara Heights

50490 Kuala Lumpur

Attention : Mr. Wong Piang Yoong

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Willowglen MSC Bhd published this content on 18 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2022 10:43:02 UTC.