GFM Services : Minutes of the 11th EGM

GFM SERVICES BERHAD

[Registration No.: 201301003302 (1033141-H)]

(Incorporated in Malaysia)

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF GFM SERVICES BERHAD ("GFM" OR "THE COMPANY") CONDUCTED FULLY VIRTUAL FROM THE ONLINE MEETING PLATFORM AT http://surl.li/tylvfPROVIDED BY ACCLIME CORPORATE SERVICES SDN. BHD. ON THURSDAY, 20 JUNE 2024 AT 11.00 A.M.

PRESENT:-
Board of Directors ("the Board")
Zainal Arifin Bin Khalid	-	Independent Non-Executive Director
		(Chairman)
Ruslan Bin Nordin	-	Group Managing Director
Mohammad Shahrizal Bin Mohammad Idris	-	Non-IndependentNon-Executive Director
Zainal Bin Amir	-	Non-IndependentNon-Executive Director
Yong Hee Kong	-	Independent Non-Executive Director
Ashok Virendra Shah	-	Independent Non-Executive Director
Tong Jia Wann	-	Independent Non-Executive Director

IN ATTENDANCE

Wong Mee Kiat

- Company Secretary

BY INVITATION

As per Attendance Lists

GFM SERVICES BERHAD [Registration No.: 201301003302 (1033141-H)]

Minutes of the Extraordinary General Meeting held on Thursday, 20 June 2024 at 11.00 a.m.

1. CHAIRMAN
   The Chairman, Encik Zainal Arifin Bin Khalid took the Chair and welcomed all present at the virtual Extraordinary General Meeting ("EGM") of the Company which was held via an online platform ("Meeting"). This Meeting was conducted in a fully virtual environment in accordance with the Guidance issued by the Securities Commission Malaysia.
   He then introduced the members of the Board, the Company Secretary and the Advisers from UOB Kay Hian Securities (M) Sdn. Bhd. to the members.
2. BRIEFING ON HOUSEKEEPING PROCEDURES

The Company Secretary, upon request of the Chairman, briefed the members on the housekeeping procedures to be adhered to pertaining to the Meeting.

1. QUORUM
   The Chairman, having confirmed with the Company Secretary that the requisite quorum being present, called the Meeting to order at 11.00 a.m.
2. NOTICE OF MEETING
   The Chairman informed the members that the notice of the Meeting ("the Notice") was properly sent to all members of the Company and advertised in the New Straits Times newspaper on 31 May 2024.
   The Notice, having been circulated earlier, was taken as read.
3. POLL PROCEDURE
   Before proceeding with the Agenda of the Meeting, the Company Secretary, was called upon to explain the proceedings of the meeting and voting procedures to the shareholders. The Company Secretary informed that the businesses to be transacted in the Meeting involved the moving and passing of one (1) Ordinary Resolution which require the approval by a simple majority of members, or their proxies present at the EGM.
   The Company Secretary informed the Meeting that the resolution set out in the Notice would be voted by way of poll.
   The Company Secretary further said that the motion would require a proposer and seconder to move and second the motion before putting forward for voting.
   With a view to facilitate the flow of the Meeting, Encik Ruslan Bin Nordin and Encik Mohammad Shahrizal Bin Mohammad Idris, the director and shareholder of the Company have offered themselves to be the proposer and seconder for the motion.
   The Company Secretary also informed the members that Acclime Corporate Services Sdn. Bhd. has been appointed as the Poll Administrator to conduct the poll by way of online voting and Usearch Corporate Services Sdn. Bhd. was appointed as the Independent Scrutineer to supervise the polling process and verify the poll results.

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GFM SERVICES BERHAD [Registration No.: 201301003302 (1033141-H)]

Minutes of the Extraordinary General Meeting held on Thursday, 20 June 2024 at 11.00 a.m.

1. ORDINARY RESOLUTION
   PROPOSED BONUS ISSUE OF UP TO 379,731,068 FREE WARRANTS IN GFM
   ("WARRANT(S)") ON THE BASIS OF 1 WARRANT FOR EVERY 2 EXISTING ORDINARY SHARES IN GFM ("GFM SHARE(S)" OR "SHARE(S)") ON AN
   ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
   ("ENTITLEMENT DATE") ("PROPOSED BONUS ISSUE OF WARRANTS")
   The Chairman tabled the Ordinary Resolution in relation to the Proposed Bonus Issue of up to 379,731,068 free Warrants in GFM on the basis of 1 Warrant for every 2 existing Ordinary Shares in GFM on an entitlement date to be determined and announced later.
   The Chairman declared that the Ordinary Resolutions was duly proposed and seconded by Encik Ruslan Bin Nordin and Encik Mohammad Shahrizal Bin Mohammad Idris, the directors and shareholders of the Company and put aside by the Chairman for voting by poll upon completion of the remaining business of the Meeting.
2. ANY OTHER BUSINESS
   The Company Secretary confirmed that no notice was received to transact any other business at the Meeting.
3. POLLING / VOTING SESSION
   The Chairman then proceeded to conducting the poll. Upon the request of the Chairman, the Company Secretary briefed the shareholders on the polling procedures.
   The Company Secretary then invited all the members present to cast their votes. The Meeting was adjourned at 11.10 a.m. for the counting of votes.
4. ANNOUNCEMENT OF POLL RESULTS
   The Chairman called the Meeting to order at 11.26 a.m. for the declaration of the poll results. The Chairman informed the Meeting that he had received the poll results which have been verified by the Independent Scrutineers.
   The poll results which have been verified by the Independent Scrutineers, Usearch Corporate Services Sdn. Bhd. were presented to the members as follows:-

		Voted For	Voted Against
Resolutions		No. of Shares	%	No. of	%	Results
				Shares
Ordinary Resolution
Proposed Bonus Issue	of	375,029,794	100.0000	104	0.0000	Carried
Warrants

Based on the poll results, the Chairman declared that the Ordinary Resolution as set out in the Notice were duly carried.

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GFM SERVICES BERHAD [Registration No.: 201301003302 (1033141-H)]

Minutes of the Extraordinary General Meeting held on Thursday, 20 June 2024 at 11.00 a.m.

It was RESOLVED:-

ORDINARY RESOLUTION

PROPOSED BONUS ISSUE OF UP TO 379,731,068 FREE WARRANTS IN GFM ("WARRANT(S)") ON THE BASIS OF 1 WARRANT FOR EVERY 2 EXISTING ORDINARY SHARES IN GFM ("GFM SHARE(S)" OR "SHARE(S)") ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("ENTITLEMENT DATE") ("PROPOSED BONUS ISSUE OF WARRANTS")

THAT subject to the approvals of all relevant authorities and/ or parties (where applicable) being obtained for the Proposed Bonus Issue of Warrants, authority be and is hereby given to the Board of Directors of GFM ("Board") to issue and allot up to 379,731,068 Warrants to the entitled shareholders whose names appear in the Record of Depositors of the Company as at the close of business on the Entitlement Date on the basis of 1 Warrant for every 2 existing GFM Shares held;

THAT the Board be and is hereby authorised to enter into and execute a deed poll constituting the Warrants ("Deed Poll") with full powers to assent to any condition, modification, variation and/ or amendment in any manner as may be required or imposed by the relevant authorities or as the Board may deem necessary or expedient in the best interest of the Company, and with full powers for the Board to implement, finalise and give full effect to the Deed Poll;

THAT the Board be and is hereby authorised to issue and allot such appropriate number of Warrants in accordance with the provisions of the Deed Poll and where required, to adjust the exercise price and/ or the number of Warrants to be issued (including, without limitation, any additional Warrants as may be required or permitted to be issued) in consequence of the adjustments pursuant to the provisions of the Deed Poll;

THAT the Board be and is hereby authorised to issue and allot such appropriate number of new GFM Shares pursuant to the exercise of the Warrants by the holders of the Warrants in accordance with the provisions of the Deed Poll;

THAT the Board be and is hereby authorised to disregard and deal with any fractional entitlements from the Proposed Bonus Issue of Warrants, if any, in such a manner at its absolute discretion as the Board may deem fit and expedient and in the best interest of the Company;

THAT the new GFM Shares to be issued pursuant to the exercise of the Warrants will, upon allotment and issuance, rank equally in all respects with the existing GFM Shares, save and except that the new GFM Shares will not be entitled to any dividends, rights, allotments and/ or any other forms of distribution where the entitlement date precedes the relevant date of allotment and issuance of the new GFM Shares

THAT the Board be and is hereby authorised to use the proceeds to be raised from the exercise of the Warrants for such purposes and in such manner as set out in Section 2.6 of the Circular to shareholders of the Company dated 31 May 2024, and the Board be authorised with full powers to vary the manner and/ or purpose of the use of such proceeds in such manner as the Board may deem fit, necessary and/ or expedient or in the best interest of the Company, subject to the approval of the relevant authorities (where required);

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GFM SERVICES BERHAD [Registration No.: 201301003302 (1033141-H)]

Minutes of the Extraordinary General Meeting held on Thursday, 20 June 2024 at 11.00 a.m.

AND THAT the Board be and is hereby authorised to sign and execute all documents, do all acts, deeds and things as may be required to give effect to and to complete the Proposed Bonus Issue of Warrants with full power to assent to any conditions, variations, modifications and/ or amendments in any manner as may be required or permitted by any relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts, deeds and things for and on behalf of the Company in any manner as they may deem fit or necessary or expedient to implement, finalise and give full effect to the Proposed Bonus Issue of Warrants.

10. TERMINATION

There being no other business to be transacted, the Meeting terminated at 11.28 a.m. with a vote of thanks extended to the Chair.

CONFIRMED AS THE CORRECT RECORD

OF THE PROCEEDINGS THEREAT

_________________________________________

CHAIRMAN

Date:

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