United U LI Berhad : AGM minutes 2022

UNITED U-LI CORPORATION BERHAD ("ULICORP" or "the Company")

Registration No. 200001008131 (510737-H)

(Incorporated in Malaysia)

MINUTES OF THE TWENTY SECOND ("22ND") ANNUAL GENERAL MEETING OF THE COMPANY HELD VIRTUALLY ON WEDNESDAY, 15 JUNE 2022 AT 10:00 A.M., VIA REMOTE PARTICIPATION AND ELECTRONIC VOTING ("RPEV") AT LEVEL 12, MENARA SYMPHONY, NO. 5 JALAN PROF. KHOO KAY KIM, SEKSYEN 13, 46200 PETALING JAYA, SELANGOR DARUL EHSAN, MALAYSIA (THE BROADCAST VENUE)

PRESENT AT BROADCAST VENUE

Board of Directors

Tan Sri Dato' Seri Utama Haji Ismail Bin Haji Omar ("Tan Sri Chairman")

Tan Sri Dato' Wira Lee Yoon Wah

Tan Sri Dato' Lee Yoon Kong

Mr Teow Lai Seng

Mr Chim Wai Khuan

Mr Tan Ban Tatt

Ms Koay Soo Ngoh

Mr Joseph Lee Joon Kit

Mr Lee Joon Wai Edwin

Shareholders and Proxies

A total of 187 shareholders and proxies representing 94,527,036 ordinary shares participated online in ULICORP virtual 22nd Annual General Meeting ("AGM") as per the Attendance Record issued by ULICORP Share Registrar.

In Attendance :-
Company Secretary	: Pn 'Adilah Zafirah Binti Sharom
ULICORP Key Management	: Encik Mohd Haniff Bin Hashim
	GM, Corporate Affairs/HR
PARTICIPATED VIA VIDEO CONFERENCING
External Auditors	: Dato' Lock Peng Kuan
	Representative of Messrs Baker Tilly Monteiro Heng PLT
ULICORP Key Management	: Mr Choong Chee Yeong
	Chief Financial Controller

Meeting convened at 10:00 a.m.

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UNITED U-LI CORPORATION BERHAD

Registration No. 200001008131 (510737-H)

Minutes of the Twenty Second (22nd) Annual General Meeting held on 15 June 2022 (Cont'd)

1. OPENING ADDRESS
2. 1. Tan Sri Chairman welcomed the shareholders and proxies of ULICORP who participated in the virtual 22nd AGM via RPEV held live from the Broadcast Venue.
   2. Tan Sri Chairman informed the Meeting that this virtual Meeting was convened in accordance with Section 327 of the Companies Act 2016 ("the Act") and Clause 104 of the Company's

   Constitution.

   1. Tan Sri Chairman announced that the online voting was opened to allow members to cast their votes during the proceedings of meeting until the announcement of closure of poll voting. There will be an additional 5 minutes allocated to the members to cast their vote after the Question and Answer session ("Q&A session") is closed and approximately 20 minutes will be allocated for the Independent Scrutineers to verify the polling results.
   2. Tan Sri Chairman encouraged all Shareholders, Corporate Representatives and proxies to pose questions or seek clarification relevant to the resolutions or issues to be discussed at the AGM. All questions shall be dealt with during the Q&A session upon completion of the remaining business of this AGM.
3. INTRODUCTION OF THE COMPANY'S BOARD OF DIRECTORS AND KEY MANAGEMENT
4. 1. Tan Sri Chairman then introduced ULICORP's Board of Directors, who were present at the Broadcast Venue including the Company Secretary who was in attendance at the AGM. Mr Choong Chee Yeong, the Chief Financial Controller and Dato Lock Peng Kuan, the representatives from Messrs Baker Tilly Monteiro Heng PLT, also participated in this Meeting remotely.
   2. Tan Sri Chairman congratulated Tan Sri Dato' Lee Yoon Kong. The latter was conferred the Darjah Panglima Setia Mahkota which carries the title Tan Sri by the Yang di-Pertuan Agong in conjunction with his official birthday this year.
5. QUORUM
6. 1. The Company Secretary thereafter confirmed that there was sufficient quorum in accordance with Clause 110 of the Company's Constitution.
   2. Tan Sri Chairman thanked the Company Secretary and declared that the Meeting duly constituted. To better facilitate the voting process, Tan Sri Chairman announced that the online registration for this meeting will be closed upon the commencement of e-polling.
7. NOTICE OF MEETING
8. 1. The Notice of 22nd AGM dated 29 April 2022, which had been circulated earlier to all members, and was duly advertised in the newspaper, Bursa Malaysia Securities Berhad and Auditors of the Company in accordance with the Company's Constitution, were taken as read.
9. ADMINISTRATIVE MATTERS
10. 1. Tan Sri Chairman briefed the Meeting with regards to the administrative matters of virtual 22nd AGM:-
    2. 1. that the voting at this AGM would be conducted via electronic poll voting ("e-polling") in accordance with Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("MMLR"),

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UNITED U-LI CORPORATION BERHAD

Registration No. 200001008131 (510737-H)

Minutes of the Twenty Second (22nd) Annual General Meeting held on 15 June 2022 (Cont'd)

1. 1. 1. that ULICORP had appointed SKY Corporate Services Sdn. Bhd. as Scrutineer to verify the poll results and Boardroom Share Registrars Sdn. Bhd. as Poll Administrator to conduct the e-polling process.
   2. Tan Sri Chairman informed that he was also appointed as proxy for several members and would vote in accordance with the instructions given.
   3. Tan Sri Chairman then once again announced that the members may cast their votes during the proceedings of the meeting or before the closure of polling session.
   4. Thereafter the Meeting viewed a short video on electronic and remote poll voting system by Boardroom Share Registrars Sdn. Bhd.
   5. Tan Sri Chairman thanked the Boardroom Share Registrars Sdn. Bhd. and informed the Meeting that there were Twelve (12) resolutions to be tabled at this AGM, Nine (9) Ordinary Resolutions of Ordinary Businesses, Two (2) Ordinary Resolution of Special Business, One
      (1) Special Resolution of Special Business and proceeded with the Agenda at hand.
2. AGENDA 1
   TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 TOGETHER WITH THE REPORTS OF THE DIRECTORS' AND AUDITORS'
   THEREON
3. 1. Tan Sri Chairman tabled the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon. The Audited Financial Statements for the financial year ended 31 December 2021, together with the Reports of the Directors and Auditors, did not require the shareholders' approval in accordance with Section 340(1)(a) of the Act. Hence, it would not be put to vote.
   2. The Group's performance for the financial year ended 31 December 2021 was on pages 48 to 111 of the Annual Report 2021.
   3. Tan Sri Chairman reiterated that all shareholders and proxies were encouraged to pose questions or seek clarification relevant to the Audited Financial Statements. All questions shall be dealt with during the Q&A session upon completion of the remaining business of this AGM.
   4. The Audited Financial Statements had been prepared in accordance with the Financial Reporting Standards and the Act. The Auditors, Messrs Baker Tilly Monteiro Heng PLT was of the opinion that the financial statements were in order and presented a true and fair view of the financial position of the Group and the Company for the financial year ended 31 December 2021.
   5. Tan Sri Chairman then declared that the Audited Financial Statements had been duly received by shareholders and proxies.
4. AGENDA 2
   ORDINARY RESOLUTION 1
   TO APPROVE THE PAYMENT OF DIRECTORS' FEES OF RM442,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
5. 1. Ordinary Resolution 1 on approval for payment of Directors' fees of RM442,000 for the financial year ended 31 December 2021, was tabled at the Meeting.

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UNITED U-LI CORPORATION BERHAD

Registration No. 200001008131 (510737-H)

Minutes of the Twenty Second (22nd) Annual General Meeting held on 15 June 2022 (Cont'd)

1. Tan Sri Chairman informed the Meeting that pursuant to Section 230(1) of the Act stipulated among others that the fees and any benefits payable to Directors of a listed Company and its subsidiaries should be approved at a general meeting. The details of Directors' fees proposed for payment were stated on Page 39 of the Annual Report 2021.
2. This motion was put to the meeting for consideration.

8. AGENDA 3

ORDINARY RESOLUTION 2

TO APPROVE THE NON-EXECUTIVE DIRECTORS' BENEFITS UP TO AN AMOUNT OF RM38,000 FROM 1 JULY 2022 UNTIL 30 JUNE 2023

1. 1. Tan Sri Chairman informed that Ordinary Resolution 2 was to seek approval on the Non- Executive Directors' Benefits up to RM38,000 from 1 July 2022 until 30 June 2023. The details of the Non-Executive Directors' Benefits were stated on Page 124 of the Annual Report.
   2. This motion was put to the meeting for consideration.
2. AGENDA 4
   TO RE-ELECT THE DIRECTORS WHO RETIRE BY ROTATION IN ACCORDANCE WITH CLAUSE
   165 OF THE COMPANY'S CONSTITUTION AND, BEING ELIGIBLE, HAVE OFFERED
   THEMSELVES FOR RE-ELECTION
3. 1. Ordinary Resolutions 3 and 4 were pertaining to the re-election of Directors who retire by rotation in accordance with Clause 165 of the Company's Constitution.
   2. The Meeting was informed that all Board Members have undertaken their Annual Evaluation Assessments.
   3. Based on 2021 Annual Evaluation Assessments duly conducted, the Board and the Nomination and Remuneration Committee ("NRC") were satisfied with the performance of each Director and their contributions to the Board through their respective skills, experience and expertise.
   4. The Board of Directors recommended all to vote in favour of all resolutions pertaining to the re-election of Directors.
   5. Both Tan Sri Dato' Wira Lee Yoon Wah and Tan Sri Dato' Lee Yoon Kong, the retiring Directors had offered themselves for re-election to the Board.
4. AGENDA 4
   ORDINARY RESOLUTION 3
   RE-ELECTION OF TAN SRI DATO' WIRA LEE YOON WAH AS DIRECTOR IN ACCORDANCE WITH CLAUSE 165 OF THE COMPANY'S CONSTITUTION
5. 1. Ordinary Resolution 3 on the re-election of Tan Sri Dato' Wira Lee Yoon Wah as director in accordance with Clause 165 of the company's constitution was tabled at the meeting.
   2. The details of Tan Sri Dato' Wira Lee Yoon Wah was on page 5 of the Annual Report 2021.
   3. Ordinary Resolution 3 was put to the meeting for consideration.

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UNITED U-LI CORPORATION BERHAD

Registration No. 200001008131 (510737-H)

Minutes of the Twenty Second (22nd) Annual General Meeting held on 15 June 2022 (Cont'd)

1. AGENDA 4
   ORDINARY RESOLUTION 4
   RE-ELECTION OF TAN SRI DATO' LEE YOON KONG AS DIRECTOR IN ACCORDANCE WITH CLAUSE 165 OF THE COMPANY'S CONSTITUTION
2. 1. Ordinary Resolution 4 on the re-election of Tan Sri Dato' Lee Yoon Kong as director in accordance with Clause 165 of the company's constitution was tabled at the meeting. Tan
      Sri Dato' Lee Yoon Kong, who is eligible, has offered himself for re-election to the Board.
   2. The details of Tan Sri Dato' Lee Yoon Kong was on page 6 of the Annual Report 2021.
   3. Ordinary Resolution 4 was put to the meeting for consideration.
3. AGENDA 5
   TO ELECT THE DIRECTORS WHO RETIRE IN ACCORDANCE WITH CLAUSE 156 OF THE
   COMPANY'S CONSTITUTION AND, BEING ELIGIBLE, HAVE OFFERED THEMSELVES FOR
   ELECTION
4. 1. Ordinary Resolutions 5, 6, 7 and 8 were pertaining to the election of Directors pursuant to Clause 156 of the Company's Constitution.
   2. Tan Sri Chairman informed the Meeting that pursuant to Clause 156 of the Company's
      Constitution stated, a director appointed shall automatically retire at the first Annual General Meeting after his/her appointment unless elected or re-elected at the AGM.
   3. The retiring Directors namely Mr Tan Ban Tatt, Ms Koay Soo Ngoh, Mr Joseph Lee Joon Kit and Mr Lee Joon Wai Edwin had offered themselves for re-election and re-appointment to the Board.
5. AGENDA 5
   ORDINARY RESOLUTION 5
   ELECTION OF MR TAN BAN TATT PURSUANT TO CLAUSE 156 OF THE COMPANY'S CONSTITUTION
6. 1. Tan Sri Chairman stated that Ordinary Resolution 5 was to elect Mr Tan Ban Tatt, who retires in accordance with Clause 156 of the Company's Constitution and, being eligible, has offered himself for election.
   2. The details of Mr Tan Ban Tatt was on page 7 of the Annual Report 2021.
   3. Ordinary Resolution 5 was put to the meeting for consideration.
7. AGENDA 5
   ORDINARY RESOLUTION 6
   ELECTION OF MS KOAY SOO NGOH PURSUANT TO CLAUSE 156 OF THE COMPANY'S
   CONSTITUTION
8. 1. Tan Sri Chairman stated that Ordinary Resolution 6 was to elect Ms Koay Soo Ngoh, who retires in accordance with Clause 156 of the Company's Constitution and, being eligible, has offered herself for election.
   2. The details of Ms Koay Soo Ngoh was on page 7 of the Annual Report 2021.
   3. Ordinary Resolution 6 was put to the meeting for consideration.

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