Willowglen MSC : 25TH AGM - ANNUAL REPORT 2022

MSC BERHAD

199801006521 (462648-V)

ANNUAL REPORT

2022

Table of Contents

2 Notice of Annual General Meeting

1. Statement Accompanying Notice of Annual General Meeting
2. Financial Highlights

1. Corporate Information
2. Profile of Directors

1. Profile of Key Senior Management

1. Audit Committee Report

1. Management Discussion and Analysis

1. Sustainability Statement

1. Corporate Governance Overview Statement

1. Statement on Risk Management and Internal Control

Financial statements

77 Directors' Report

84 Statements of Financial Position

1. Statements of Comprehensive Income

1. Statements of Changes in Equity

1. Statements of Cash Flows

1. Notes to the Financial Statements

1. Statement by Directors

1. Statutory Declaration
2. Independent Auditors' Report

1. Additional Compliance Information
2. Properties
3. Shareholdings Statistics Form of Proxy
   Questions from Shareholders

2 ◄ WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

NOTICE OF 25TH

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting ("AGM") of the Company will be held on a virtual basis at the broadcast venue at the Board Room, No. 1, Jalan 2/149B, Taman Sri Endah, Bandar Baru Sri Petaling, 57000 Kuala Lumpur, Wilayah Persekutuan, Malaysia on Wednesday, 17 May 2023 at 10:00 a.m. for the following purposes:-

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 together with the Reports of the Directors and the Auditors thereon.
2. To re-elect Simon Wong Chu Keong, who is due to retire by rotation in accordance with Clause 124 of the Company's Constitution and being eligible, has offered himself for re-election.
3. To approve the payment of Directors' fees amounting to RM261,000.00 for the financial year ended 31 December 2022.
4. To approve the payment of Directors' benefits to the Independent Non-Executive Directors up to RM45,000.00 from a day after the Twenty-Fifth AGM until the date of the next AGM of the Company in the year 2024.
5. To re-appoint Messrs. Baker Tilly Monteiro Heng PLT as Auditors of the Company until the conclusion of the next AGM and authorise the Directors to fix their remuneration.

(Please refer to Explanatory Note i)

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

As Special Business

To consider and, if thought fit, with or without modifications, to pass the following resolutions as Ordinary Resolutions:-

6. Ordinary Resolution

Retention of Au Chun Choong as an Independent Non-Executive Director

"THAT Au Chun Choong, who has served as an Independent Non-Executive Director of the

Company for a cumulative term of more than nine (9) years, be and is hereby retained as an
Independent Non-Executive Director of the Company in accordance with the Malaysian Code
on Corporate Governance."	(Resolution 5)

WILLOWGLEN MSC BERHAD

Annual Report 2022

Notice of 25th Annual General Meeting (Cont'd)

◄

3

7. Ordinary Resolution

Authority to Issue Shares pursuant to the Companies Act 2016 ("the Act")

"THAT subject always to the Act, the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad ("Bursa Malaysia Securities") and any other relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered pursuant to the Act, to issue and allot shares in the capital of the Company from time to time at such price and upon such terms and conditions, for such purposes and to such person or persons whomsoever the Directors may in their absolute discretion deem fit always provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being; THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities; AND THAT such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next AGM of the Company.

AND FURTHER THAT pursuant to Section 85 of the Act to read together with Clause 75 of the Constitution of the Company, approval be and is hereby given to waive the statutory pre-

emptive rights of the shareholders of the Company to be offered new shares of the Company
ranking equally to the existing issued shares arising from any issuance of new shares in the
Company pursuant to the Act and empowered the Directors of the Company to issue and allot
new shares to any person(s) as the Directors may determine pursuant to this resolution."	(Resolution 6)

8. Ordinary Resolution

Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

"THAT subject to the provisions of the Main Market Listing Requirements ("Main LR") of Bursa Malaysia Securities, approval be and is hereby given to the Company and its subsidiaries ("Group") to enter into the categories of Recurrent Related Party Transactions of a revenue or trading nature which are necessary for their day-to-day operations and with those related parties as specified in Section 2.1.3 of the Circular/Statement to Shareholders dated 17 April 2023, which are necessary for its day-to-day operations, to be entered into by the Group on the basis that these transactions are entered into on terms which are not more favourable than those generally available to the public and not detrimental to the minority shareholders of the Company ("the Mandate").

THAT such authority shall commence upon passing of this resolution and shall continue to be in force until:-

1. the conclusion of the next AGM of the Company following this AGM at which the Mandate was passed, at which time it will lapse, unless by an ordinary resolution passed at the next AGM, the authority is renewed; or

4 ◄ WILLOWGLEN MSC BERHAD

[Registration No. 199801006521 (462648-V)]

Notice of 25th Annual General Meeting (Cont'd)

1. the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act; or
2. revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier.

AND THAT the Directors of the Company and/or any of them be and are hereby authorised to
complete and do all such acts and things, including executing all such documents as may be
required to give effect to the transactions contemplated and/or authorised by this resolution."	(Resolution 7)

9. Ordinary Resolution

Proposed Renewal of Share Buy-Back Authority for the Company to purchase its own ordinary shares up to 10% of the total number of Issued Shares of the Company ("Proposed Renewal of Share Buy-Back Authority")

"THAT subject to the compliance with Section 127 of the Act, the Constitution of the Company, the Main LR of Bursa Malaysia Securities and all other applicable laws, rules and regulations and guidelines for the time being in force and the approvals of all relevant governmental and/or regulatory authority, approval be and is hereby given to the Company to purchase such number of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Malaysia Securities as the Directors may deem and expedient in the interest of the Company, provided that:-

1. the aggregate number of ordinary shares to be purchased and/or held by the Company pursuant to this resolution shall not exceed ten percent (10%) of the total number of issued shares of the Company as quoted on Bursa Malaysia Securities as at the point of purchase; and
2. the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/ or the latest unaudited financial statements (where applicable) available at the time of the purchase.

THAT upon completion of the purchase by the Company of its own shares, the Directors of the Company be authorised to deal with the shares purchased in their absolute discretion in the following manner:-

1. cancel all the shares so purchased; and/or
2. retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of Bursa Malaysia Securities; and/or