Amway Malaysia : Minutes of 28th Annual General Meeting

AMWAY (MALAYSIA) HOLDINGS BERHAD 199501011153 (340354-U)

Minutes of the 28th Annual General Meeting held on 24 May 2023

The Chairperson advised that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the notice of a general meeting must be voted by poll and the Company is required to appoint at least one (1) scrutineer to validate the votes cast at the general meeting. Pursuant to the Constitution of the Company, the Chairperson declared that Resolutions 1 to 14 in the Notice of the 28th AGM shall be voted by poll. The poll would be conducted after all items on the agenda have been dealt with. The Chairperson then briefed the shareholders on the flow of the meeting.

The poll administrator was Tricor Investor & Issuing House Services Sdn Bhd ("Poll Administrator") and the independent scrutineer was Coopers Professional Scrutineers Sdn Bhd ("Scrutineer").

At the invitation of the Chairperson, Mr Michael Jonathan Duong, the Managing Director of the Company, presented the Business Review of the Group for the financial year ended 31 December 2022 while Ms Ng Ai Lee, the Chief Financial Officer, presented the financial performance of the Group for the financial year ended 31 December 2022.

The Chairperson went through the agenda as set out in the Notice of the 28th AGM.

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 ("AFS 2022") TOGETHER WITH THE DIRECTORS' AND THE AUDITORS' REPORTS THEREON

The Chairperson informed that the AFS 2022 together with the Directors' and Auditors'

Reports was meant for discussion only as the Companies Act 2016 did not require a formal approval of the shareholders for the AFS 2022. Therefore, the item was not put forward for voting.

The Chairperson declared the AFS 2022 together with the Directors' and Auditors' Reports thereon be received.

1. RESOLUTION 1
   RE-ELECTION OF MR MICHAEL JONATHAN DUONG WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 76(3) OF THE CONSTITUTION OF THE COMPANY

The Chairperson proceeded to the second item on the agenda i.e. Resolution 1 on the re-election of Mr Michael Jonathan Duong. She put the following motion to the meeting for consideration:

"THAT Mr Michael Jonathan Duong retiring pursuant to Clause 76(3) of the Constitution of the Company and who being eligible, be re-elected Director of the Company."

3. RESOLUTION 2

RE-ELECTION OF PN AIDA BINTI MD DAUD WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 76(3) OF THE CONSTITUTION OF THE COMPANY

The Chairperson then moved on to Resolution 2 on the agenda. She put the following motion to the meeting for consideration:

"THAT Pn Aida Binti Md Daud retiring pursuant to Clause 76(3) of the Constitution of the Company and who being eligible, be re-elected Director of the Company."

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AMWAY (MALAYSIA) HOLDINGS BERHAD 199501011153 (340354-U)

Minutes of the 28th Annual General Meeting held on 24 May 2023

4. RESOLUTION 3

RE-ELECTION OF MR LOW HAN KEE WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 76(3) OF THE CONSTITUTION OF THE COMPANY

The Chairperson proceeded to the next item on the agenda which was on the re-election of Mr Low Han Kee. She put the following motion to the meeting for consideration:

"THAT Mr Low Han Kee retiring pursuant to Clause 76(3) of the Constitution of the Company and who being eligible, be re-elected Director of the Company."

5. RESOLUTION 4

RE-ELECTION OF MS HO KIM POI WHO RETIRES BY ROTATION PURSUANT TO CLAUSE 78 OF THE CONSTITUTION OF THE COMPANY

The Chairperson moved on to the next item on the agenda i.e. Resolution 4, which was on the re-election of Ms Ho Kim Poi.

The Chairperson put the following motion to the meeting for consideration:

"THAT Ms Ho Kim Poi retiring pursuant to Clause 78 of the Constitution of the Company and who being eligible, be re-elected Director of the Company."

6. RESOLUTION 5

DIRECTORS' FEE OF UP TO RM48,600 PAYABLE TO TAN SRI FAIZAH BINTI MOHD TAHIR, THE CHAIRPERSON AND THE SENIOR INDEPENDENT NON- EXECUTIVE DIRECTOR FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2023 TO 24 MAY 2023

As Resolution 5 concerned the payment of Directors' fee to the Chairperson, Tan Sri Faizah Binti Mohd Tahir passed the chair to Encik Abd Malik Bin A Rahman, the Audit Committee Chairman, to take the meeting through the resolution.

Encik Abd Malik Bin A Rahman put the following motion to the meeting for consideration:

"THAT the Directors' fee of up to RM48,600 payable to Tan Sri Faizah Binti Mohd Tahir, the Chairperson and the Senior Independent Non-Executive Director for the financial period from 1 January 2023 to 24 May 2023 be approved."

He then passed the chair back to the Chairperson.

7. RESOLUTION 6

DIRECTORS' FEE OF UP TO RM110,350 PAYABLE TO ENCIK ABD MALIK BIN A RAHMAN, THE AUDIT COMMITTEE CHAIRMAN AND THE INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The Chairperson proceeded to the next item on the agenda which was on payment of Directors' fee to Encik Abd Malik Bin A Rahman. She put the following motion to the meeting for consideration:

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AMWAY (MALAYSIA) HOLDINGS BERHAD 199501011153 (340354-U)

Minutes of the 28th Annual General Meeting held on 24 May 2023

"THAT the Directors' fee of up to RM110,350 payable to Encik Abd Malik Bin A Rahman, the Audit Committee Chairman and the Independent Non-Executive Director for the financial year ending 31 December 2023 be approved."

8. RESOLUTION 7

DIRECTORS' FEE OF UP TO RM83,800 PAYABLE TO DATO' ABDULLAH THALITH BIN MD THANI, THE NOMINATING COMMITTEE CHAIRMAN AND THE INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The next item on the agenda was on the payment of Directors' fee to Dato' Abdullah Thalith Bin Md Thani.

The Chairperson put the following motion to the meeting for consideration:

"THAT the Directors' fee of up to RM83,800 payable to Dato' Abdullah Thalith Bin Md Thani, the Nominating Committee Chairman and the Independent Non-Executive Director for the financial year ending 31 December 2023 be approved."

9. RESOLUTION 8

DIRECTORS' FEE OF UP TO RM76,100 PAYABLE TO MR LOW HAN KEE, THE NON-INDEPENDENTNON-EXECUTIVE DIRECTOR FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The Chairperson moved on to the next item on the agenda i.e. Resolution 8, which was on the payment of Directors' fee to Mr Low Han Kee.

The Chairperson put the following motion to the meeting for consideration:

"THAT the Directors' fee of up to RM76,100 payable to Mr Low Han Kee, the Non-IndependentNon-Executive Director for the financial year ending 31 December 2023 be approved."

10. RESOLUTION 9

DIRECTORS' FEE OF UP TO RM85,450 PAYABLE TO DATIN SERI AZREEN BINTI ABU NOH, THE INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The Chairperson moved on to Resolution 9 on the payment of Directors' fee to Datin Seri Azreen Binti Abu Noh. She put the following motion to the meeting for consideration:

"THAT the Directors' fee of up to RM85,450 payable to Datin Seri Azreen Binti Abu Noh, the Independent Non-Executive Director for the financial year ending 31 December 2023 be approved."

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AMWAY (MALAYSIA) HOLDINGS BERHAD 199501011153 (340354-U)

Minutes of the 28th Annual General Meeting held on 24 May 2023

11. RESOLUTION 10

DIRECTORS' FEE OF UP TO RM69,500 PAYABLE TO PN AIDA BINTI MD DAUD, THE NON-INDEPENDENTNON-EXECUTIVE DIRECTOR FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The Chairperson proceeded to the next item on the agenda i.e. Resolution 10 on the payment of Directors' fee to Pn Aida Binti Md Daud. She put the following motion to the meeting for consideration:

"THAT the Directors' fee of up to RM69,500 payable to Pn Aida Binti Md Daud, the Non- Independent Non-Executive Director for the financial year ending 31 December 2023 be approved."

12. RESOLUTION 11

DIRECTORS' FEE OF UP TO RM68,600 PAYABLE TO MS HO KIM POI, THE INDEPENDENT NON-EXECUTIVE DIRECTOR FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

The next item on the agenda was on the payment of Directors' fee to Ms Ho Kim Poi.

The Chairperson put the following motion to the meeting for consideration:

"THAT the Directors' fee of up to RM68,600 payable to Ms Ho Kim Poi, the Independent Non- Executive Director for the financial year ending 31 December 2023 be approved."

13. RESOLUTION 12

DIRECTORS' BENEFITS OF UP TO RM124,250 FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023

Resolution 12 was on the payment of Directors' benefits. The Chairperson put the following motion to the meeting for consideration:

"THAT the payment of Directors' benefits of up to RM124,250 for the financial year ending 31 December 2023 be approved."

14. RESOLUTION 13

RE-APPOINTMENT OF ERNST & YOUNG PLT AS AUDITORS OF THE COMPANY

The Chairperson moved on to Resolution 13 on the re-appointment of Auditors.

She put the following motion to the meeting for consideration:

"THAT Ernst & Young PLT be hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next Annual General Meeting."

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