Minutes of the 21st Annual General Meeting

ATTENDEES:
i)   All members of the Board of Directors
ii)  Company Secretaries
iii) Management team of the Company
iv) Representatives of Messrs Baker Tilly Monteiro Heng PLT
v)  Shareholders / Proxies / Authorised Representatives / Invitees

CHAIRMAN
Datuk Ir. Hamzah Bin Hasan presided as the Chairman of the 21st AGM of WCE Holdings Berhad (“WCEHB” or “the Company”). On behalf of the Board, the Chairman welcomed all present at the meeting.

NOTICE OF MEETING
There being no objection, the notice convening the meeting, having been circulated to all the shareholders of the Company within the statutory period, was taken as read.

QUORUM
The Company Secretary confirmed a quorum and called the meeting to order at 2.30 p.m.

ANNOUNCEMENT ON POLLING AND ADMINISTRATIVE MATTERS
The Chairman informed that the resolutions set out in the Notice of meeting would be voted by poll in accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Chairman informed that the poll on all the resolutions would be conducted electronically via the Remote Participation and Voting (RPV) facility and the voting could be done at any time during the meeting after the voting session was opened or at the end of the meeting.

The Chairman further informed that the poll would be administered by Metra Management Sdn Bhd and the appointed scrutineer was Symphony Corporate Services Sdn Bhd.

The Chairman further informed that shareholders could submit questions via the Question-and-Answer (“Q&A”) platform and the questions would be answered accordingly during the Q&A Session.

The meeting was informed that Ordinary Resolutions 1 to 5, 7 and 8 required a simple majority of more than 50% votes from the members present in person or by proxies and voting at the meeting.

For Ordinary Resolution 6, in view that Datuk Oh Chong Peng (“Datuk Oh”) had served as Independent Non-Executive Director of the Company for a cumulative term of more than twelve years, the Company would seek shareholders’ approval for the proposed Ordinary Resolution 6 through a two-tier voting process.

Under the two-tier voting process, shareholders’ votes would be cast in two tiers – Tier 1 by the Large Shareholder of the Company and Tier 2 by the shareholders other than Large Shareholder. The decision would be determined based on the votes of Tier 1 and simple majority of Tier 2.

The meeting was informed that the Large Shareholder was IJM Corporation Berhad (“IJM”), being the largest shareholder of voting shares in the Company with a total direct shareholding of 26.65%.

PRESENTATION BY MANAGEMENT

The meeting proceeded with the presentation of an update on the West Coast Expressway Project for the financial year ended 31 March 2022.

Subsequently, the meeting proceeded with the presentation of an update on the development of Bandar Rimbayu for the financial year ended 31 March 2022.

The Chairman then informed that the Company had received a letter dated 18 August 2022 from the Minority Shareholders’ Watch Group containing enquiries, which had been responded to accordingly by the Company. He requested Mr Lyndon Alfred Felix, the Chief Executive Officer of the Company, to read the responses to the queries raised (as attached hereto).

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Audited Financial Statements for the financial year ended 31 March 2022, together with the Reports of the Directors and Auditors thereon (“Audited Financial Statements”), having been circulated to all the shareholders of the Company within the statutory period, were tabled before the meeting for discussion.

It was noted that pursuant to Section 340(1)(a) of the Companies Act 2016, the agenda item did not require approval from the shareholders of the Company.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

2. ORDINARY RESOLUTION 1
DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022

The meeting continued to consider the payment of Directors’ fees.

The Chairman informed the meeting that the Board of Directors had proposed a payment of RM981,300.00 as Directors’ fees for the financial year ended 31 March 2022 to the Directors of the Company.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

3. ORDINARY RESOLUTION 2
PAYMENT OF DIRECTORS’ BENEFITS

The meeting continued to consider the payment of Directors’ Benefits of up to RM120,000.00 for the period from 21st AGM until the 22nd AGM.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

4. ORDINARY RESOLUTION 3
RE-ELECTION OF DATUK IR. HAMZAH BIN HASAN AS DIRECTOR

The Chairman informed the meeting of his re-election as Director of the Company.

At this juncture, the Chairman handed over the Chair of the meeting to Datuk Oh to conduct this agenda item pertaining to the re-election of Datuk Ir. Hamzah Bin Hasan as Director of the Company.

Datuk Oh informed the meeting of the proposed resolution to re-elect Datuk Ir. Hamzah Bin Hasan as Director of the Company pursuant to Clause 76(3) of the Constitution of the Company.

Datuk Oh then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

Datuk Oh handed back the Chair to the Chairman to continue with the remaining items on the agenda.

5. ORDINARY RESOLUTION 4
RE-ELECTION OF LEE CHUN FAI AS DIRECTOR

The meeting continued to consider the re-election of Lee Chun Fai as Director of the Company pursuant to Clause 76(3) of the Constitution of the Company.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

6. ORDINARY RESOLUTION 5
RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY

The meeting was requested to consider the re-appointment of Messrs Baker Tilly Monteiro Heng PLT as Auditors of the Company for the next financial year.

It was noted that Messrs Baker Tilly Monteiro Heng PLT had indicated their willingness to continue in office.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

7. ORDINARY RESOLUTION 6 (SPECIAL BUSINESS)
PROPOSED CONTINUATION OF DATUK OH CHONG PENG IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR

The meeting was requested to consider the continuation of Datuk Oh Chong Peng in office as Independent Non-Executive Director.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

8. ORDINARY RESOLUTION 7 (SPECIAL BUSINESS)
AUTHORITY TO ISSUE SHARES

The meeting continued to consider the Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”).

The Chairman informed that the full text of the proposed Ordinary Resolution 7 was set out in the Notice of meeting and the same was taken as read.

The Chairman further informed the meeting that the passing of the proposed resolution will empower the Directors of the Company to issue new shares in the Company up to an amount not exceeding 10% of the issued shares capital of the Company for the time being.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

9. ORDINARY RESOLUTION 8 (SPECIAL BUSINESS)
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE FOR RRPT”)

The meeting proceeded to consider the motion on the Proposed Shareholders’ Mandate for RRPT.

The Chairman informed that the details of the proposed resolution were set out in the Circular to Shareholders dated 28 July 2022.

There being no objection, the Proposed Ordinary Resolution 8 as contained in the Notice of the meeting was taken as read.

The Chairman further informed that the passing of the Proposed Ordinary Resolution 8 will enable the Group to enter into Recurrent Related Party Transations of a Revenue or Trading Nature (“RRPT”) pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The meeting was informed that IJM, being the interested Major Shareholder, had abstained from voting in respect of the direct shareholdings in the Company on the Proposed Shareholders’ Mandate for RRPT.

Mr Lee Chun Fai, who is IJM’s nominee director, had abstained and continued to abstain from deliberating and voting in respect of the Proposed Shareholders’ Mandate for RRPT at the relevant Board meetings.

The Interested Director and/or Interested Major Shareholder had ensured that persons connected to them would abstain from voting in respect of their direct or indirect shareholdings in the Company on Proposed Shareholders’ Mandate for RRPT.

The Chairman then informed the shareholders or proxies to leave their questions in the Q&A platform and the Board would address the questions during the Q&A session later.

10. QUESTIONS & ANSWERS SESSION

The Chairman addressed the questions received from the shareholders/proxies, which were submitted prior to the 21st AGM and through the real time submission of typed texts in the Q&A platform in the webinar.

11. POLLING AND RESULTS OF POLL

After dealing with all the businesses on the Agenda, the meeting proceeded to poll voting.

The meeting was adjourned for 20 minutes for the counting and verification of the poll results.

Upon completion of the counting of the votes by poll, the Chairman called the meeting to order and announced the poll results as follows:-

ORDINARY RESOLUTION 1 – DIRECTORS’ FEES IN RESPECT OF THE FINANCIAL YEAR ENDED 31 MARCH 2022

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
35	1,855,671,976	99.3541	27	12,064,207	0.6459

Based on the poll result, the Chairman declared the following motion carried:-

“THAT the payment of Directors’ Fees of RM981,300.00 for the financial year ended 31 March 2022 be approved.”

ORDINARY RESOLUTION 2 – PAYMENT OF DIRECTORS’ BENEFITS

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
35	1,865,424,026	99.8762	26	2,312,157	0.1238

Based on the poll result, the Chairman declared the following motion carried:-

“THAT approval be and is hereby given for the payment of Directors’ Benefits of up to an amount of RM120,000.00 for the period from 21st Annual General Meeting until the 22nd Annual General Meeting.

ORDINARY RESOLUTION 3 – RE-ELECTION OF DATUK IR. HAMZAH BIN HASAN AS DIRECTOR

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
50	1,866,376,446	99.9256	12	1,389,737	0.0744

Based on the poll result, the Chairman declared the following motion carried:-

“THAT Datuk Ir. Hamzah Bin Hasan, retiring pursuant to Clause 76(3)of the Constitution of the Company and who being eligible, be re-elected Director of the Company.”

ORDINARY RESOLUTION 4 – RE-ELECTION OF LEE CHUN FAI AS DIRECTOR

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
55	1,866,445,282	99.9293	7	1,320,901	0.0707

Based on the poll result, the Chairman declared the following motion carried:-

“THAT Lee Chun Fai, retiring pursuant to Clause 76(3) of the Constitution of the Company and who being eligible, be re-elected Director of the Company.”

ORDINARY RESOLUTION 5 – RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
54	1,866,775,276	99.9469	8	990,907	0.0531

Based on the poll result, the Chairman declared the following motion carried:-

“THAT Messrs Baker Tilly Monteiro Heng PLT be hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next Annual General Meeting.”

ORDINARY RESOLUTION 6 – PROPOSED CONTINUATION OF DATUK OH CHONG PENG IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTOR

Result On Voting By Poll (Tier 1)
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
1	796,105,843	100.0000	0	0	0.0000

Result On Voting By Poll (Tier 2)
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
49	1,070,336,263	99.8764	12	1,324,077	0.1236

Based on the poll result, the Chairman declared the following motion carried:-

“THAT approval be and is hereby given to Datuk Oh Chong Peng, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, to continue to serve as an Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting of the Company.”

ORDINARY RESOLUTION 7 – AUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
45	1,855,696,376	99.4006	17	11,190,907	0.5994

Based on the poll result, the Chairman declared the following motion carried:-

“THAT, pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”) and the Constitution of the Company and subject to the approvals from Bursa Malaysia Securities Berhad and other relevant government/regulatory authorities, where such approval is necessary, the Directors of the Company be and are hereby empowered pursuant to Sections 75 and 76 of the Act to issue shares in the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued during the preceding twelve (12) months does not exceed 10% of the total number of the issued shares (excluding treasury shares) of the Company for the time being AND THAT the Board of Directors be and are also empowered to obtain approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.”

ORDINARY RESOLUTION 8 – PROPOSED SHAREHOLDERS’ MANDATE FOR RRPT

Result On Voting By Poll
Vote For			Vote Against
No. of Proxy/ Shareholder	No. of Shares	%	No. of Proxy/ Shareholder	No. of Shares	%
50	1,070,136,403	99.9398	10	645,037	0.0602

Based on the poll result, the Chairman declared the following motion carried:-

“THAT, subject always to the Listing Requirements of Bursa Malaysia Securities Berhad, the Company and its subsidiary companies shall be mandated to enter into such recurrent 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 2.4 of the Circular to Shareholders dated 28 July 2022 subject further to the following: –

(i) the transactions are in the ordinary course of business of the Company and its subsidiary companies on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company; and

(ii) disclosure will be made in the Annual Report of the aggregate value of transactions of the Proposed Shareholders’ Mandate for RRPT conducted during the financial year, including amongst others, the following information: –

(a) the type of the recurrent transactions made; and

(b) the names of the related parties involved in each type of the recurrent related party transactions made and their relationship with the Company and/or its subsidiary companies.

AND THAT such mandate shall commence upon passing of this resolution and shall continue to be in force until: –

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the AGM at which such mandate was passed, at which time it will lapse unless by the resolution passed at a general meeting, the authority is renewed; or

(ii) the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders of the Company in general meeting;

whichever is the earlier;

AND FURTHER THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate for RRPT.”

12. CLOSURE

There being no further business, the meeting closed at 3.40 p.m. with a vote of thanks to the Chair.

APPENDIX B

Notes in respect of the Question-and-Answer (“Q&A”) Session during the Twenty-First Annual General Meeting of the Company held on a virtual basis at the Broadcast Venue at Unit 7-21, Wisma Conlay, No. 1, Jalan USJ 10/1, Taipan Business Centre, 47620 Subang Jaya, Selangor through live streaming using the Remote Participation and Voting Facilities on Monday, 29 August 2022 at 2.30 p.m.

Shareholder	Q1:	With the continuing mounting losses every year, will the Company be at a risk of falling into PN17 status in the near future?
Mr Lyndon Alfred Felix (“Mr Lyndon”)	A1:	It is normal for highway concessions to incur losses in the early years of operations due to the interests and amortisation expenses. Upon completion of the Project, the Company is confident on its long-term viability and does not foresee the risk of falling into PN17 status.
Shareholder	Q2:	What is the timeline or projected timeline for the opening of the balance of toll gates?
Mr Lyndon	A2:	The Group is targeting to complete the construction of Sections 1, 2, 6, 7A and 11 by 2023 and the remaining Sections 3, 4 and 7B by 2024.
Shareholder	Q3:	Why is the Company taking so long to resolve the land acquisition issues? Is it more practical to pay them off as delays will be more costly to the Company?
Mr Lyndon	A3:	The delay in land acquisition were mainly due to factors beyond our control such as delayed finalisation of the alignment, changes in state government policy on Malay reserve land and unreasonably high awards granted by the state land administrators. The Group is focused in trying to resolve the remaining land issues as quickly as possible but all decisions made must take into consideration not just the impact of time but cost and any future legal implications as well.
Shareholder	Q4:	The revenue from toll operations for the financial year 2022 (“FY2022”) was RM27.818 million, which is slightly better than RM25.283 million in the previous year. (1) What were the reasons for the low revenue from the four sections of WCE, which has opened for toll operations? (2) Based on the current stage of completion, how many sections are expected to be opened for toll operations in the financial year 2023?
Mr Lyndon	A4:	(1) The revenue from toll operations for the FY2022 was affected by the travel restrictions as a result of the implementation of the various Movement Control Orders. (2) The Group is targeting to complete the construction of Sections 1, 2, 6, 7A and 11 by 2023 and the remaining Sections 3, 4 and 7B by 2024.
Shareholder	Q5:	As there is a big delay on the project, does the Company have sufficient cash flow to complete the project without further fund raising?
Management	A5:	The Group does not anticipate the need for further equity fund raising and will explore other funding means to complete the project.
Shareholder	Q6:	The gearing ratio of the Group increased to 3.78 times in the FY2022 and the total borrowings were RM3.825 billion. As a result, the finance expenses of RM143.036 million were high. Bank Negara Malaysia is expected to further increase the overnight policy rate (“OPR”) in 2022, which will cause higher finance cost for floating rate borrowings. Assuming that the OPR is increased by 50 basis points, how much additional finance cost will be incurred based on current borrowings?
Management	A6:	Please refer to theNote 29(b)(iii) on page 132 of the Annual Report 2022 for the sensitivity analysis to the interest rate on the borrowings.
Shareholder	Q7:	The Government Support Loan contains covenants which require West Coast Expressway Sdn Bhd, an 80%-owned subsidiary of the Company, to maintain a financial service cover ratio of at least 1.25 times upon the commencement of toll operations. (1) Please explain the meaning of “at least 1.25 times financial service cover ratio”. (2) When will this covenant be effective from?
Management	A7:	(1) “At least 1.25 times financial service cover ratio” means the available cash flow to the total of financing obligations at any given time is at least 1.25 times. (2) The covenant will be effective upon the completion of WCE project.
Shareholder	Q8:	What is the status of the land acquisition for Section 7?
Management	A8:	The land acquisition for Section 7 has been completed.
Shareholder	Q9:	There was a provision of RM15.373 million for the additional cost in the FY2022, which is shown in page 124 of the Annual Report 2022. (1) Please provide the breakdown of the additional cost provided. (2) What are the reasons for the provision in the FY2022?
Management	A9:	Please refer to theNote 16 on page 115 of the Annual Report 2022.
Shareholder	Q10:	Can the Company review the amount provided and is there any possibility of it being written back if the amount incurred is less than the amount provided?
Management	A10:	The Group will review the amount provided at each of the reporting period and there is a possibility that it will be written back if the amount incurred is less than the provision.