Wah Seong Corporation Berhad Annual Report 2019

198 WAH SEONG CORPORATION BERHAD (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.” 9. Ordinary Resolutions Retention of Independent Non-Executive Directors (i) “THAT subject to the passing of Ordinary Resolution 4 above, 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 seventeenth (17) 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 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 fifteenth (15) 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 Amendment to the Company’s Constitution “THAT the existing Clause 89 be deleted in its entirety and be replaced with the following new Clause 89 (“Proposed Amendment to the Constitution”):- New Clause 89 All business that is transacted at any Extraordinary General Meeting and an Annual General Meeting shall be deemed special, with the exception of the tabling of the profit and loss account, the balance sheet and group account (if any) of the Company and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet; the declaration of dividends; the election of Directors and other officers in the place of those retiring and the appointment of new Director(s); the fixing of remuneration of Directors such as the Directors’ Fees and Meeting Allowances; and the re-appointment of the Auditors and the fixing of their remuneration. AND THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed Amendment to the 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 Amendment to the Constitution.” Special Resolution 1 11. To transact any other business that may be transacted at an Annual General Meeting of which due notice shall have been given in accordance with the Companies Act, 2016 and the Company’s Constitution. NOTICE OF TWENTIETH ANNUAL GENERAL MEETING