Cahya Mata Sarawak : CMSB 47th AGM Minutes

Private & Confidential

Minutes of

47th Annual General Meeting

held on 27 May 2022 Cahya Mata Sarawak Berhad

WELCOME ADDRESS BY THE CHAIRMAN

1.0 YABhg General Dato' Seri DiRaja Tan Sri (Dr.) Mohd Zahidi bin Haji Zainuddin (Retired) ("Tan Sri Chairman") presided as Chairman of the 47th Annual General Meeting ("AGM" or "Meeting") and welcomed all members, proxies and invitees to the Meeting. He thanked the participants for attending the Meeting.

QUORUM AND SUMMARY OF PROXIES RECEIVED

1.0 The Company Secretary, Ms Samantha Tai Yit Chan ("Ms Samantha") confirmed that quorum for the Meeting was present at the commencement of the Meeting.

2.0 Ms Samantha further informed that the shareholders within the stipulated time was subsequently reported as 343,123,898 shares have lodged their proxies within the prescribed time and the holders of 55,190,312 shares have appointed the Chairman of the Meeting to be their proxy accordingly.

3.0 With the requisite quorum being present, Tan Sri Chairman called the Meeting to order at 10:03 a.m.

NOTICE OF MEETING

1.0 The Notice of the Meeting which had been sent to all Shareholders, Directors and external auditors on 27 April 2022 was taken as read.

INTRODUCTION OF BOARD MEMBERS AND ATTENDEES

1.0 Tan Sri Chairman introduced the Board members, Company Secretary and Acting Group Chief Financial Officer who were in attendance and welcomed the representatives from Minority Shareholders Watch Group ("MSWG"), Lembaga Tabung Haji and external auditors.

2.0 Tan Sri Chairman informed the Meeting that based on the Annual Report, the Company, Cahya Mata Sarawak Berhad ("CMS") performed exceptionally well throughout the years despite going through the most challenging year in 2021.

3.0 CMS remarkable result were mainly attributed by the Construction Division, Property Development Division and the associates, namely OM Materials (Sarawak) Sdn Bhd, SACOFA Sdn Bhd and Kenanga Investment Bank Berhad.

Private & Confidential

Minutes of

47th Annual General Meeting

held on 27 May 2022 Cahya Mata Sarawak Berhad

4.0 The Board is determined to continue to leverage on our proven strategies to achieve long term growth for CMS and will continue to focus on the Group's proven and sustainable businesses that revolve around, firstly, infrastructure and related services that support the State's growth and secondly, the energy-intensive industry sector.

5.0 Tan Sri Chairman proceeded to thank the shareholders for the unwavering trust in CMS. He conveyed the Board's gratitude to all employees, management, and Board of companies in the Group for the diligence, dedication, and commitment. Tan Sri Chairman then extended the Board's sincere appreciation to CMS' valued customers, government agencies, vendors, suppliers and external partners for the steadfast support and cooperation. He also took his opportunity to acknowledge the contributions of the predecessor which also the former Group Chairman, Tan Sri Abdul Rashid bin Abdul Manaf who retired in 2021 for his leadership and contributions in helming the Board for the past three years.

6.0 Tan Sri Chairman informed that the Company had received questions from MSWG on 12 May 2022. the Company has issued responses to them prior to the Meeting. A copy of the said MSWG's letter together with the Company's written reply dated 25 May 2022 is attached and marked herewith as APPENDIX II.

PRESENTATION BY GROUP MANAGING DIRECTOR ON GROUP'S FINANCIAL PERFORMANCE AND OVERVIEW OF BUSINESS OPERATIONS FOR 2021

1.0 Group Managing Director, Dato Sri Sulaiman Abdul Rahman b Abdul Taib ("Dato Sri Sulaiman") presented an overview of the Group's financial performance and Divisions/businesses for the financial year ended 31 December 2021 ("FY 2021") as attached and marked herewith as APPENDIX III. Dato Sri Sulaiman highlighted that the chain of the COVID-19 infection has caused the slowing down in all industries globally. CMS is also no exception and has been greatly affected by COVID-19. However, CMS strives to be better despite the challenges.

2.0 Dato Sri Sulaiman read out the questions raised by MSWG with the Board's responses.

VOTING PROCESS

1.0 Tan Sri Chairman explained on the voting process where every member present at the Meeting, either in person or by corporate representative or proxy, has the right to speak and vote on the resolutions set out in the agenda of the Meeting.

2.0 Pursuant to Article 89 of the Company's Constitution, any resolution put to vote at the general meeting shall be decided by poll. The voting on the AGM will be conducted on a poll through electronic voting.

Private & Confidential

Minutes of

47th Annual General Meeting

held on 27 May 2022 Cahya Mata Sarawak Berhad

3.0 The voting process will be conducted by Boardroom Share Registrars Sdn Bhd as the Poll Administrator and Sky Corporate Services Sdn Bhd as the Independent Scrutineers to verify the results of the poll. The poll will be conducted upon completion of the deliberation on all items transacted at the Meeting.

4.0 Tan Sri Chairman informed that only a proposer was required to move each motion as there was no legal requirement for a proposed resolution to be seconded before it can be moved for voting.

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 ("AFS 2021") AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

1. Tan Sri Chairman explained that the AFS 2021 were for discussion only and did not require Shareholders' approval. Hence, it was not put for voting. However, the audited financial statements are available on the CMS website.
2. Tan Sri Chairman declared that the AFS 2021 together with the Reports of Directors and Auditors were received and duly tabled at the 47th AGM in accordance with Section 340 of the Companies Act 2016.
3. Mr Joseph Chuo Kuong Liong ("Mr Joseph") thanked Tan Sri Chairman and Dato Sri Sulaiman accordingly for presentation earlier on Group's Financial Performance. He enquired on (i) the percentage of diversified oil and gas business in CMS following Scomi acquisition; and (ii) distribution of dividends to shareholders. Dato Sri Sulaiman informed the contribution was approximately RM 2 billion and unable to determine the percentage at this moment. In regard to the dividend distribution, it would be subject to the performance and there may be or otherwise.
4. Mr Khairul Azizi bin Kairudin ("Mr Azizi"), representative from Lembaga Tabung Haji raised two questions (i) whether the amount of RM 2 billion contribution for oil tools, could be taken into based on the disclosure of the past performance; and (ii) how immediate the oil tools can contribute to CMS. Mr Azizi was informed by Dato Sri Sulaiman that the figure of RM 2 billion contribution was made by Scomi and for clarification, the information was available on its public listed company website for its going forward aspect.
5. Mr Voon Khian Jin, a proxy, posed enquiries on the reason of declining shares price in the past month and disposal of shares by substantial shareholder despite performance posted by the Group. Dato Sri Sulaiman informed that CMS is not affiliated in the declining shares price and disposal of shares by substantial shareholder. Dato Sri Sulaiman this was an exception and there are some issues in governance as the Company's announcements and the market is pretty much flat and by having faith in CMS, he believes that CMS will flourish by times.

Private & Confidential

Minutes of

47th Annual General Meeting

held on 27 May 2022 Cahya Mata Sarawak Berhad

2. DECLARATION OF A FIRST AND FINAL TAX EXEMPT (SINGLE-TIER) DIVIDEND OF 2.0 SEN PER ORDINARY SHARE IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2021

1. With reference to the Notice of Dividend Entitlement and Payment, Tan Sri Chairman informed that Ordinary Resolution 1 was to seek Shareholders' approval for the declaration of a first and final tax-exempt dividend of 2.0 sen per ordinary share under the single-tier system for the financial year ended 31 December 2021. The dividend, if approved, would be paid to the Shareholders on 27 June 2022 based on the Record of Depositors as at 1 June 2022.
2. Ordinary Resolution 1 as set out in the Notice of the Meeting was proposed by Ms Ilanah Elisabeth.
3. Tan Sri Chairman informed that pursuant to Article 89 and Para 8.29A, the resolution would be voted by poll which would be conducted upon completion of the remaining business of the Meeting.

3. RE-ELECTION OF DIRECTOR IN ACCORDANCE WITH ARTICLE 111 OF THE COMPANY'S CONSTITUTION

1. Tan Sri Chairman informed that Ordinary Resolution 2 was on the re-election of YBhg Dato Sri Mahmud Abu Bekir Taib in accordance with Article 111 of the Company's Constitution which he retired from the Board by rotation and being eligible, had offered himself for re-election.
2. Ordinary Resolution 2 as set out in the Notice of the Meeting was proposed by Mr Joseph.
3. Tan Sri Chairman informed that pursuant to Article 89 and Para 8.29A, the resolution would be voted by poll which would be conducted upon completion of the remaining business of the Meeting.

4. RE-ELECTION OF DIRECTORS IN ACCORDANCE WITH ARTICLE 113 OF THE COMPANY'S CONSTITUTION

4.1 Tan Sri Chairman highlighted that Ordinary Resolution 3 was a proposal which related to himself and invited the Deputy Group Chairman, Dato Sri Mahmud Abu Bekir Taib ("Dato Sri Mahmud"), to chair the Meeting in respect of the said resolution. Dato Sri Mahmud thanked Tan Sri Chairman and took the Chair.