Wah Seong Corporation Berhad Annual Report 2018

8. Ordinary Resolution Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions “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/ or its subsidiaries (“WSC Group”) to enter into new/additional recurrent related party transactions of a revenue or trading nature as specified in Section 2.5 of Part B of the Circular to Shareholders dated 16 April 2019 which transactions are necessary for the day-to-day operations in the ordinary course of business of WSC Group on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company and the shareholders’ mandate is subject to annual renewal and disclosure shall be made in the Annual Report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year and that such approval shall continue to be in forced until:- (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time the proposed new shareholders’ mandate will lapse, unless renewed by a resolution passed at the meeting; (ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders of the Company in a general meeting; whichever is earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and to do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution.” Ordinary Resolution 9 9. Ordinary Resolutions Retention of Independent Non-Executive Directors (i) “THAT approval be and is hereby given to Halim Bin Haji Din who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than sixteenth (16) years, to continue to act as an Independent Non-Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance 2017.” (ii) “THAT subject to the passing of Ordinary Resolution 3 above, approval be and is hereby given to Professor Tan Sri Lin See Yan who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than fourteenth (14) years, to continue to act as an Independent Non-Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance 2017.” Ordinary Resolution 10 Ordinary Resolution 11 10. Special Resolution Proposed Adoption of New Constitution of the Company “THAT the proposed adoption of the new Constitution of the Company, as set out in Part C of the Company’s Circular to Shareholders dated 16 April 2019, as the new Constitution of the Company in substitution of the existing Memorandum and Articles of Association (“M & A”) of the Company in its entirety be and is hereby approved (“Proposed Adoption of Constitution”) and the existing M & A of the Company shall be revoked accordingly. AND THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed Adoption of Constitution with full power to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by any relevant authorities and to take all such steps as they may deem necessary or expedient in order to implement, finalise and give full effect to the Proposed Adoption of Constitution.” Special Resolution 1 NOTICE OF NINETEENTH ANNUAL GENERAL MEETING ANNUAL REPORT 2018 185