Sime Darby : Minutes of the 16th Annual General Meeting

SIME DARBY BERHAD

(Registration No. 200601032645 (752404-U))

(Incorporated in Malaysia)

MINUTES OF THE SIXTEENTH ANNUAL GENERAL MEETING OF SIME DARBY BERHAD HELD VIRTUALLY THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT FUNCTION ROOM, GROUND FLOOR, MENARA SIME DARBY, OASIS CORPORATE PARK, JALAN PJU 1A/2, ARA, DAMANSARA, 47301 PETALING JAYA, SELANGOR DARUL EHSAN, MALAYSIA ON TUESDAY, 15 NOVEMBER 2022 AT 10.00 A.M.

1. OPENING REMARKS BY THE CHAIRMAN
2. Tan Sri Samsudin Osman, the Chairman of Sime Darby Berhad ("Sime Darby" or "Company"), presided as Chairman of the Meeting and welcomed all persons present at the Sixteenth Annual General Meeting ("16th AGM" or the "Meeting") of Sime Darby.
3. The Chairman informed the Meeting that as a measure of precaution to reduce non- essential contact in the current risks of the COVID-19, the 16th AGM of the Company was conducted virtually and live-streamed from the broadcast venue at Sime Darby's office at Menara Sime Darby, Oasis Corporate Park, Jalan PJU 1A/2, Ara Damansara, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
4. The Chairman added that the Company would do its best to ensure a smooth live streaming. However, the quality of the broadcast was dependent on the participant's bandwidth and stability of the internet connection.

1. QUORUM
2. The requisite quorum being present, the Chairman called the Meeting to order at 10.00 a.m.
3. The Chairman proceeded to introduce members of the Board of Directors ("Board") and the management team present at the broadcast venue and participated via video conferencing. The Chairman also introduced the representative from
   PricewaterhouseCoopers PLT ("PwC"), the Auditors of the Company, the representative from Tricor Investor & Issuing House Services Sdn Bhd ("Tricor"), the Company's Share Registrar, and the representative from Coopers Professional
   Scrutineers Sdn Bhd ("CPS"), the Scrutineers, who were also present at the broadcast venue.

1. PRELIMINARY
2. The Chairman informed the Meeting:
3. 1. That the Notice of Annual General Meeting was issued to all shareholders on
      17 October 2022 and made available on the same day on the Company's website in accordance with the Company's Constitution.
   2. That the Company's Annual Report 2022 was uploaded on the Company's website for all the shareholders and released to Bursa Malaysia Securities
      Berhad ("Bursa Securities") on 17 October 2022.
   3. That information on the Company, its activities, results and financial position for the financial year ended 30 June 2022 were set out in the Annual Report 2022.

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1. NOTICE OF MEETING
2. With the consent of the shareholders and proxy holders present, the Notice of AGM was taken as read.

1. GENERAL INSTRUCTIONS ON MEETING PROCEDURES
2. The Chairman briefed the Meeting as follows:
3. 1. shareholders and proxy holders who attended the 16th AGM remotely would have submitted questions for the Board in advance through Tricor's TIIH
      Online before the closing date on 14 November 2022 at 10.00 a.m. Shareholders and proxy holders could pose questions to the Board through a real time submission of typed texts during the proceeding of the 16th AGM by posting the questions in the query box;
   2. shareholders and proxy holders were encouraged to take the opportunity to participate in the affairs of the Company by deliberating and voting on the resolutions which would be put to vote via electronic poll via remote participation and voting facilities ("RPV") provided by Tricor;
   3. the online remote voting via RPV was accessible to shareholders and proxy holders from 10.00 a.m. onwards until the closing of the voting session;
   4. the polling and verification process would take approximately 30 minutes and after the end of the polling and verification process, CPS, being the Scrutineers would declare the poll results of the AGM; and
   5. in accordance with the Notice of AGM, the cut-off date to determine those who were qualified to attend, speak and vote at the Meeting was on 7 November 2022;
   6. a total of 773 valid proxy forms were lodged within the stipulated timeframe, representing 5,737,434,324 ordinary shares or 84.25% of the total ordinary shares of Sime Darby of 6,809,918,477; and
   7. in his capacity as the Chairman of the Meeting, he had received proxies from members whom he would vote for as indicated in the proxy forms. Where a proxy vote had been given to the Chairman without any voting instructions, the Chairman expressed his intention to vote in favour of the resolutions set out in the Notice of AGM.
4. The Chairman further informed the Meeting of the procedures on poll voting:
5. 1. in accordance with the Main Market Listing Requirements of Bursa Securities
      ("Listing Requirements"), all resolutions set out in the Notice of AGM would be voted by way of electronic poll;
   2. each share would represent one (1) vote in the polling which would be carried out by way of electronic voting via RPV;

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1. 1. the poll voting for all resolutions set out in the Notice of AGM would commence after the adjournment of the Meeting. All questions posed on the resolutions would be dealt with prior to the commencement of the polling process;
   2. a total of 9 resolutions were to be voted for at the Meeting, all of which were proposed as ordinary resolutions which required a simple majority in order for the resolutions to be passed; and
   3. Tricor had been appointed as the Poll Administrator to conduct the polling process and CPS as the Scrutineers to verify the poll results.
2. That a short video outlining the RPV process was played. The online remote voting via RPV was accessible from 10.00 a.m. onward until the voting session was closed.
3. The Chairman also briefed the Meeting on the programme outline of the 16th AGM's agenda which would commence with a brief review of Sime Darby's performance by the Group Chief Executive Officer ("GCEO"), to be followed by a brief presentation on the questions received from the Minority Shareholders Watch Group ("MSWG") and the Company's response, presentation of all the resolutions set out in the Notice of AGM, questions and answers session, adjournment of the AGM and commencement of the AGM polling process via RPV, declaration of the poll results of the AGM and conclusion of the AGM.

1. PRESENTATION BY THE GROUP CHIEF EXECUTIVE OFFICER
2. The Chairman invited Dato' Jeffri Salim Davidson, the GCEO, to present the Company's performance and key events during the financial period under review.
3. The following was the summary from the GCEO's presentation:
4. 1. Sime Darby is one of Malaysia's oldest multinational companies, operating in 19 countries across Asia Pacific, with China being the largest market and Australia, the second;
   2. the Group is currently the third largest dealer for BMW, the second largest dealer for Caterpillar and one of the largest Rolls Royce dealers in the world. The Group also has a whole suite of other high-quality brands across the full spectrum of segments. Sime Darby is proud to be the "Partner of Choice for World Class Brands Who Want to Grow in Asia Pacific";
   3. the Group's vision is to become the leading automotive and industrial equipment trading company in the Asia Pacific region. The Group's diversified portfolio across different sectors and geographies, gives it the unique ability to leverage on an established network to broaden its earnings base. More than 85% of revenue generated outside Malaysia. China and Australia, being the key markets, each generated close to 40% of the Group's revenue in its respective market;

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1. supported by a regional network of 191 branches spanning 16 countries and territories throughout Asia Pacific, Sime Darby Industrial offers over 30 industrial brands and solutions including world-renowned premium names including Caterpillar. Sime Darby Industrial is not only one of the world's largest Caterpillar dealers, it is also one of Caterpillar's most enduring partners with a collaboration that spans over 92 years;
2. Sime Darby Motors is involved in retail, distribution, assembly and rental. With over 50 years of experience, Sime Darby Motors represents more than 30 of the world's largest automotive brands ranging from super luxury marques to mass markets. Today, Sime Darby Motors is one of the largest BMW dealers globally and the top Rolls-Royce dealer in Asia Pacific;
3. Ramsay Sime Darby Health Care is a 50:50 joint venture between Sime Darby and Ramsay Health Care in Australia. Its portfolio consists of 1,530 licensed beds across seven premium hospitals in Malaysia and Indonesia;
4. during the year, the Group successfully divested Weifang Port, which marked a full exit of the Group's non-core Logistics business, and the disposal of parcels of the Malaysia Vision Valley land at Labu. The Group will continue to rationalise its non-core assets to streamline its portfolio in order to focus on its core businesses;
5. despite the tough operating conditions, the Group delivered a resilient performance during the financial year ("FY") 2022. The Group's industrial business in Australia benefitted from bullish commodity prices which drove equipment sales. However, the Group's China business saw a decline due to the slowdown in the construction industry in China. The Motors business in China generated lower profits due to lockdowns and inventory shortages. However, this was offset by Malaysia, which saw higher profits following the extension of the Sales and Service Tax ("SST") exemption. Strong demand for product offerings in Australia and New Zealand has also seen improved profit margins;
6. generally, the performance of the Group had steadily improved since 2018.
   The Group's net profit had doubled from RM618 million in 2018 to
   RM1.1 billion in 2022, primarily due to favourable market conditions in China and Australia, efficient working capital management and margin enhancement initiatives;
7. key achievements for the financial year included the following:
8. 1. greenfield expansion in China for luxury brands such as BMW (Jiangmen, Foshan and Shenzhen) and MINI (Changsha and Guangzhou). The Group successfully secured 16 new dealerships and service centres in China in this financial year;
   2. secured the first Porsche assembly rights outside of Europe. The first CKD Cayenne was rolled-out from the Group's plant in Kulim this financial year;

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