MTD ACPI ENGINEERING BERHAD (Company No. 258836-V) (Incorporated in )

Minutes of the Twenty-Third Annual General Meeting of MTD ACPI Engineering Berhad (“MTDACPI” or “Company”) held at 1, Jalan , 68100 Batu Caves, Darul Ehsan on Thursday, 8 September 2016 at 9.30 a.m.

DIRECTORS PRESENT : YBhg. Dato’ Ir. A. Rashid Omar YBhg. Tan Sri Dr. Azmil Khalili Dato’ Khalid YBhg. Dato’ Ir. Kalid Alias Tuan Haji Nik Din Nik Sulaiman Mr. Lee Leong Yow Mr. Keith George Cowling

MEMBERS PRESENT : As per Attendance List

PROXY HOLDERS : As per Attendance List

BY INVITATION : Representatives from Messrs. BDO Malaysia as per Attendance List : Representative from Management as per Attendance List

ABSENT WITH : Puan Sri Nik Fuziah Tan Sri Nik Hussein APOLOGIES

IN ATTENDANCE : Ms. Chan Bee Kuan - Company Secretary Ms. Cheong Wei Ling - Joint Secretary

1.0 CHAIRMAN OF MEETING

YBhg. Dato’ Ir. A. Rashid bin Omar, Chairman of the meeting (“Dato’ Chairman”), welcomed all members, proxies, corporate representatives, invitees and the Board of Directors (“Board”) present, to the Twenty-Third Annual General Meeting of the Company (“Meeting”) and called the Meeting to order at 9.30 a.m.

Dato’ Chairman conveyed the apologies of Puan Sri Nik Fuziah Tan Sri Nik Hussein for not being able to attend the Meeting.

2.0 QUORUM

The Company Secretary confirmed the presence of requisite quorum at the Meeting pursuant to Article 65 of the Articles of Association of the Company.

3.0 PROXIES

The Company Secretary informed that Forms of Proxy had been received within the stipulated prescribed period and duly verified by the Registrar. The total number of shares represented by proxies was 156,565,819 shares representing 67.59% of the total paid-up share capital of the Company.

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4.0 NOTICE OF MEETING

Dato’ Chairman with the permission of the members present at the Meeting declared that the Notice of Meeting dated 29 July 2016 despatched together with the 2016 Annual Report was taken as read.

Dato’ Chairman declared the Meeting duly convened.

5.0 ADMINISTRATIVE MATTERS

Dato’ Chairman informed that in line with the amendments to the Bursa Malaysia Securities Berhad Main Market Listing Requirements, all the resolutions to be considered at general meeting will be put to vote by poll. Dato’ Chairman then briefed on the procedures for tabling and approving resolutions in the Meeting.

Dato’ Chairman informed that the Board would go through all the Ordinary Resolutions, open the floor for discussion on the resolutions on which poll voting would be conducted thereafter.

Dato’ Chairman proceeded with the business on the agenda to be transacted at the Meeting, as follows.

6.0 TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Company’s Audited Financial Statements for the financial year ended 31 March 2016 together with the Reports of the Directors and Auditors was tabled to the Meeting for discussion. Dato’ Chairman informed that the approval of shareholders is not required pursuant to the provisions of Section 169(1) of the Companies Act, 1965 and the Articles of Association of the Company. Hence, the matter would not be put for voting.

Dato’ Chairman further informed that the Minority Shareholder Watchdog Group (“MSWG”) had vide its letter dated 5 September 2016 (“MSWG Letter”) raised questions on the Company’s strategy, financials and corporate governance and a copy of the written reply letter dated 8 September 2016 (“Reply Letter”) had been distributed to all members, corporate representatives, proxies and invitees present at the Meeting, a copy of the Reply Letter is annexed herewith as Annexure ‘A’.

Dato’ Chairman invited questions from the floor.

1. The authorized representative from MSWG, Encik Norhisam Sidek referred to item 4(b) of the MSWG Letter in relation to the impairment losses attributed to third parties amounting to RM37.474 million that had been individually impaired, and enquired regarding the third parties involved.

Tan Sri Dr. Azmil Khalili Dato’ Khalid (“Tan Sri Dr. Azmil Khalid”) informed that the third parties are related parties reflected in the 2016 Annual Report of the Company and there was no other related party involved, save as disclosed therein.

2. Mr. Phang Ah Kow (“Mr. Phang”), a member expressed he is happy with the Company’s response vide the Reply Letter to the queries raised in MSWG Letter.

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Mr. Phang enquired on the following:

(a) The gross development value (“GDV”) for the property development projects in Kajang and Air Keroh, Melaka, the targeted completion date and work progress;

(b) The GDV for the MRT Project Package 7 and target completion date;

(c) The GDV for the infrastructure projects undertaken by the Company in the overseas operations in Doha, Qatar;

(d) The involvement of the Company in the manufacturing sector in Malaysia, being one of the pioneer manufacturing company in Malaysia;

(e) The effect of the current foreign currency translation against the weakening of the Ringgit Malaysia on the overseas operation of the Company;

(f) The combined order book for MTD ACPI Group and the capital expenditure of the Company; and

(g) The financial performance of MTD ACPI Group for the first quarter ended 30 June 2016.

Tan Sri Dr. Azmil Khalid responded to the enquiries of Mr. Phang, as follows:

(a) Modal Ehsan Sdn Bhd, a 49%-owned associate company of MTD ACPI, is the developer of Taman Sutera in Kajang while, the integrated township in Taman Tasik Utama, Ayer Keroh, Melaka, is a project owned by MTD Capital Bhd, the parent company of MTD ACPI. MTD ACPI provided project development works to both the projects. The development project in Kajang is almost at the tail end of the development. Modal Ehsan Sdn Bhd target to launch new apartments for sale in December 2016;

(b) The MRT Project Package 7 was awarded to MTD Construction Sdn Bhd (“MTDC”), a wholly-owned subsidiary of MTD ACPI on 18 May 2012, at a contract value of RM500 million. The project is targeted to be completed at the end of 2016;

(c) The overseas operations of the Company in Doha, Qatar, involves three (3) tunnel lining projects. The Company had completed the project for the manufacture and supply of precast steel fiber reinforced concrete tunnel lining segments of Abu Hamour (Musaimeer) surface and ground water drainage tunnel - Phase 1, with contract value of Qatari Riyal (“QAR”) 44,587,152. Unfortunately, the other two (2) projects did not go through;

(d) MTD ACPI was formerly one of the pioneer manufacturing company in Malaysia however, the current manufacturing sector is affected by intense competition in the market and the players are undercutting prices, due to lack of projects and too many competitors in the market;

(e) MTD ACPI Group is not adversely affected by the foreign currency translation but had benefited through gains on the translation of currency, due to current weakening Ringgit Malaysia;

(f) As at June 2016, the total combined order book of the Group is RM360.6 million. The Company do not budget for big capital expenditure as the existing asset and facilities are in use and there is no plan for big investment. As informed to the shareholders in the previous annual general meeting, the management has taken cost-cutting measures, diligently reviewed the business compositions of the factories by closing down some factories and disposing off

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the land and factory in Ipoh, Kedah and Senai, which are not in use or under-performing, to streamline its factory operations for better efficiency and effectiveness; and

(g) For the first quarter ended 30 June 2016, the Group recorded a pre-tax loss of RM7.6 million as compared to a pre-tax profit of RM3.6 million in the immediate preceding quarter, mainly attributable to higher losses recorded in manufacturing division.

3. Ms. Chong Siew Yoon (“Ms. Chong”), a member suggested the Company provide visual presentation of financial highlights of MTD ACPI during the Meeting, rather than referring to the annual report, for easy reference.

Tan Sri Dr. Azmil Khalid acknowledged the point raised by Ms. Chong and advised that the management would arrange accordingly, for the next general meeting of the Company.

4. Encik Norhisam Sidek enquired whether the Company is involved in any project in Saudi Arabia.

Tan Sri Dr. Azmil Khalid informed that in year 2002 to 2006, the Group was involved in the improvement of the six-storey Jamarat Bridge in Mina, Kingdom Saudi Arabia. The parent company, MTD Capital Bhd had in 2012 established a subsidiary company in Kingdom Saudi Arabia namely, MTD Capital Al Saudia Co for the implementation of the projects across the Kingdom of Saudi Arabia particularly, infrastructure, roads and building works. MTD Capital Bhd together with MTD ACPI have tendered a few projects in Kingdom Saudi Arabia including Mecca Metro, Jeddah Metro and Riyadh Metro. MTD Capital Bhd had also invested almost RM70.0 million to set up a factory in Asfan, Jeddah for manufacturing of precast segmental box griders and any successful jobs undertaken by MTD Capital Bhd could be sub- contracted to MTD ACPI. MTD Capital Bhd recognized the financial position of MTD ACPI and as such, it is continuously looking for infrastructure projects in order MTD ACPI could leverage on its strength and would ensure that any investment undertaken would benefit MTD ACPI.

5. With permission from Dato’ Chairman, Tan Sri Dr. Azmil Khalid proceeded to brief the Meeting on the current market industry and challenging environment in which the Company is operating, to address the shareholders’ inquiries.

(a) The Company faced difficult challenges in tendering for new projects. The Head of Construction Division both for local and overseas operations, together with the Head of Business Development Division are aggressively tendering for new projects and sourcing for new business opportunity, to enhance the order book and revenue of MTD ACPI. Unfortunately, there are not many mega infrastructure projects including, road jobs available.

(b) In 2016, MTD ACPI tendered four packages of works for each project under Projek Penswastaan Lebuhraya Bertingkat Sungai Besi – Ulu Kelang (SUKE) and Projek Penswastaan Lebuhraya Bertingkat Damansara – Shah Alam (DASH); and Mass Rapid Transit line (MRT) 2 and 3. The tender for four packages of SUKE and DASH were unsuccessful, as the tender price offered by other contractors were much lower than the Company’s tender price. The Company could not afford to offer lower tender price with low margin, which could not sustain the operating costs. The present construction market today is very challenging and the Company had strategized to be profitable. The Company would focus on its existing business, reduce operations costs and increase productivity, to improve the performance of the Company while, continuing to look for new projects to compete effectively and make profit, to enhance shareholders’ value.

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(c) The Construction Division has put in a lot of effort in tendering projects in the market. It was observed that in some projects, there were about 50 contractors tendering for the same job and as such, certain contractors are undercutting their price. The management is very cautious in evaluating the margin and project cost, as any miscalculation on project cost would result in MTD ACPI losing money. The losses recorded by the Company has put pressure on the Board and the management to look for new projects in the following overseas projects of MTD Capital Bhd:

i. Philippines - MTD Philippines, Inc., a subsidiary of MTD Capital Bhd had awarded the Construction of Regional Government Centre projects to MTD ACPI, to enhance the order book of the Company. One of the projects has been completed in year 2015;

ii. Indonesia - MTD Capital Bhd’s subsidiary namely, PT MTD CTP Expressway signed the concession for an Indonesia Toll Road Project: Cibitung-Cilincing Toll Road in 2006. The management is pushing to expedite the completion of land acquisition to implement the project and MTD ACPI could be awarded the construction and engineering works;

iii. The response to the inquiry from Encik Norhisam Sidek was that MTD ACPI Group do not undertake business in Myanmar as the management is focusing on its existing businesses and operations in Qatar and Abu Dhabi;

iv. MTD ACPI tendered for another restricted MRT project a few days ago and hopefully, it is successful; and

v. The Manufacturing Division is currently utilizing three (3) operating factories to improve capacity utilization, to turnaround the business to enhance profits. To address current condition and increasing competition in the market, the Board and the management are trying their best to continuously look for ways to turnaround the Company into a profitable position and has undertaken measures to reduce operation costs, increase productivity and develop products which are less affected by intense competition in the market and disposing under-utilized assets.

6. Mr. Lee Huong Sing, a member, commented that since the construction and manufacturing businesses are so challenging and there seem to be no way to turnaround the business of the Company, he suggested the management consider venturing into other business such as, solar farm or think of new areas to develop.

Mr. Lee Huong Sing also referred to the List of Properties on page 170 of the Annual Report, and sought clarification as to why there are no carrying amount for properties listed in item 9, 10 and 11.

Tan Sri Dr. Azmil Khalid explained that solar farm is a totally new and different business hence, the Company would have to consider it seriously before making decision. The Company is continuously looking for new business opportunities but to be fair to the Company as well as, investors, the Company have to be cautious especially, with new investment which involve substantial amount of investments, due to limited financial resources of the Company and also, difficulty in obtaining financing from financial institutions. Tan Sri Dr. Azmil Khalid added that the Company has put in place business model and hopefully, MTD ACPI could tap on the business opportunities available to its parent company, MTD Capital Bhd and leverage on its strength to replenish the order book of the Company.

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Tan Sri Dr. Azmil Khalid explained that the three (3) units of properties located in Bandar Sg. Buaya, Rawang were owned by Persys Engineering Sdn Bhd (“PESB”), acquired from a debt settlement arrangement with its sister company, ASE Engineering Sdn Bhd and the developer in year 2005. PESB had written down the value of the properties to RM1.00 each, as the properties are located in a ghost town and in bad condition.

There being no further question raised, Dato’ Chairman concluded the questions and answers session for Agenda 1.

Dato’ Chairman declared that the Audited Financial Statements for the financial year ended 31 March 2016 together with the Reports of the Directors and the Auditors thereon were duly tabled and received by the members of the Company at the Meeting and proceeded to the next Agenda.

7.0 TO APPROVE THE PAYMENT OF DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016

Dato’ Chairman tabled Ordinary Resolution 1 under item 2 of the agenda in relation to payment of Directors’ fees of RM345,000 for the financial year ended 31 March 2016.

The Ordinary Resolution 1 was duly proposed by Mr. Phang (Member) and seconded by Encik Khairul Anuar Mohd Sidek (“Encik Khairul”) (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

8.0 TO RE-ELECT TAN SRI DR. AZMIL KHALID, THE DIRECTOR WHO RETIRE IN ACCORDANCE WITH ARTICLE 85 OF THE COMPANY’S ARTICLES OF ASSOCIATION

Dato’ Chairman tabled item 3 of the agenda, to consider the re-election of Directors who retire in accordance with Article 85 of the Company’s Articles of Association.

8.1 Re-election of Tan Sri Dr. Azmil Khalid

Dato’ Chairman informed that Tan Sri Dr. Azmil Khalid who retired in accordance with Article 85 of the Articles of Association of the Company and being eligible, had offered himself for re- election. (Ordinary Resolution 2)

The Ordinary Resolution 2 was proposed by Mr. Phang (Member) and seconded by Encik Khairul (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

8.2 Re-election of Mr. Lee Leong Yow (“Mr. Lee”)

Dato’ Chairman informed that Mr. Lee who retired in accordance with Article 85 of the Articles of Association of the Company and being eligible, had offered himself for re-election. (Ordinary Resolution 3)

The Ordinary Resolution 3 was proposed by Encik Khairul (Member) and seconded by Mr. Phang (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

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9.0 TO RE-APPOINT MESSRS. BDO MALAYSIA AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

Dato’ Chairman tabled Ordinary Resolution 4 under item 4 of the agenda on the re-appointment of Messrs. BDO, Malaysia as Auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration.

The Ordinary Resolution 4 was proposed by Madam Tan Phek Quan (Member) and seconded by Ms. Kan Wai Yee (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

SPECIAL BUSINESS

10.0 PROPOSED RETENTION OF INDEPENDENT DIRECTORS

Dato’ Chairman informed that item 5 of the agenda was to consider the proposed retention of independent directors in which ordinary resolution 5 was in respect of his retention as independent director. Dato’ Chairman proposed Tan Sri Dr. Azmil Khalid to chair the Meeting for Ordinary Resolutions 5 and 6.

There being no objection in the Meeting, Tan Sri Dr. Azmil Khalid took over the chair from Dato’ Ir. A. Rashid Omar (“Dato’ Rashid”).

Tan Sri Dr. Azmil Khalid informed that the Board, other than Dato’ Rashid and Dato’ Ir. Kalid Alias (“Dato’ Kalid”), recommended the shareholders to consider and approve Ordinary Resolution 5 and 6 for retention of Dato’ Rashid and Dato’ Kalid respectively, who have served as Independent Non-Executive Directors of the Company for a cumulative term of more than 9 years, to continue to serve as Independent Directors of the Company until the conclusion of the next Annual General Meeting of the Company.

Tan Sri Dr. Azmil Khalid invited question from the floor.

There being no question raised, Tan Sri Azmil Khalid proceeded with the businesses on the agenda as follows:

10.1 Retention of Dato’ Rashid as Independent Director

Tan Sri Dr. Azmil Khalid informed that Ordinary Resolution 5 under item 5 of the agenda was in relation to the proposed retention of Dato’ Rashid, who has served as an Independent Non- Executive Director of the Company for a cumulative term of more than 9 years. That Dato’ Rashid be and is hereby retained to serve as an Independent Director of the Company until the conclusion of the next Annual General Meeting of the Company.

The Ordinary Resolution 5 was duly proposed by Mr. Phang (Member) and seconded by Ms. Tan Wee Mee (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

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10.2 Retention of Dato’ Kalid as Independent Director

Tan Sri Dr. Azmil Khalid informed that Ordinary Resolution 6 under item 5 of the agenda was in relation to the proposed retention of Dato’ Kalid, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years. That Dato’ Kalid be and is hereby retained to serve as an Independent Director of the Company until the conclusion of the next Annual General Meeting of the Company.

The Ordinary Resolution 6 was duly proposed by Encik Khairul (Member) and seconded by Ms. Tan Wee Mee (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

At this juncture, Tan Sri Dr. Azmil Khalid passed the Chairmanship back to Dato’ Chairman.

Dato’ Chairman thanked Tan Sri Dr. Azmil Khalid for chairing the Ordinary Resolutions in respect of the retention of Independent Directors.

11.0 AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

Dato’ Chairman tabled the following Ordinary Resolution 7:

“That, subject always to the Companies Act, 1965 (“the Act”), the Articles of Association of the Company and approvals of the relevant regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Act to issue and allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company for the time being and 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 Berhad; and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

Dato’ Chairman informed as follows:

(a) That the mandate, if carried, would give powers to the Directors to issue and allot shares in the Company of up to and not exceeding in total ten per centum (10%) of the issued share capital of the Company, at their absolute discretion without convening a general meeting;

(b) That the mandate is for contingency purpose only and will provide flexibility to the Company for any possible fund raising proposals including, but not limited to placing of shares for purpose of funding investment, acquisition and/or reduction of borrowings. The authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company; and

(c) The Company did not issue any new shares since the last Annual General Meeting held on 17 September 2015.

The Ordinary Resolution 7 was proposed by Mr. Phang (Member) and seconded by Mr. Lee Huong Sing (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

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12.0 PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

Dato’ Chairman tabled the following Ordinary Resolution 8:

“That, subject to the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given for the renewal of the shareholders’ mandate for the Company and/or its subsidiaries to enter into the recurrent related party transactions of a revenue or trading nature with those related parties as set out in Section 2.1.3 of the Circular to Shareholders dated 29 July 2016, subject further to the following:

(i) the transactions are in the ordinary course of business which are necessary for the day-to-day operations and are on normal commercial terms not more favourable to related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company;

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year; and

(iii) such approval shall continue to be in force until:

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company at that general meeting of the Company;

(b) the expiry of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever is the earlier.

And that the Directors of the Company be and are hereby authorised to do all such acts and things as they may consider expedient or necessary (including executing such documents as may be required) to give full effect to and complete the matters described in this ordinary resolution.”

The Ordinary Resolution 8 was proposed by Ms. Kan Wai Yee (Member) and seconded by Ms. Tan Wee Mee (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

13.0 PROPOSED NEW SHAREHOLDERS’ MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

Dato’ Chairman tabled the following Ordinary Resolution 9:

“That, subject to the Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval be and is hereby given to the Company and/or its subsidiaries to enter into new recurrent related party transactions of a revenue or trading nature with those related parties as set out in Section 2.1.3 of the Circular to Shareholders dated 29 July 2016, subject further to the following:

(i) the transactions are in the ordinary course of business which are necessary for the day-to-day operations and are on normal commercial terms not more favourable to related parties than

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those generally available to the public and are not to the detriment of the minority shareholders of the Company;

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year; and

(iii) such approval shall continue to be in force until:

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless renewed by an ordinary resolution passed by the shareholders of the Company at that general meeting of the Company;

(b) the expiry of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by an ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever is the earlier.

And that the Directors of the Company be and are hereby authorised to do all such acts and things as they may consider expedient or necessary (including executing such documents as may be required) to give full effect to and complete the matter described in this ordinary resolution.”

The Ordinary Resolution 9 was proposed by Cik Nurul Hana Nawafil (Member) and seconded by Ms. Kan Wai Yee (Member), to be put to the shareholders for voting by poll at the end of the Meeting.

14.0 OTHER BUSINESS

Dato’ Chairman informed that he had been advised by the Company Secretaries that the Company did not receive any notice of other business to be transacted at the Meeting.

15.0 POLLING PROCEDURES

Dato’ Chairman informed that the voting on all nine (9) resolutions would be by polling. Dato’ Chairman advised that the personalized polling paper had been issued to the members, proxies, corporate representatives on registration, who were requested to indicate their vote by marking “X” in the appropriate boxes for Ordinary Resolutions 1 to 9, sign the polling paper and place it in the ballot box. The vote count would commence after the adjournment of the Meeting and the polling results would be verified by the scrutineer, Mega Business Consultancy (“MBC”).

Dato’ Chairman declared that the Meeting was adjourned at 10.25 a.m. for the poll vote count and shall resume at 10.35 a.m. for announcement of polling results.

16.0 ANNOUNCEMENT OF POLLING RESULTS

Dato’ Chairman called the Meeting to order at 10.35 a.m. with members’ consent for announcement of polling results. He informed that he had received the Scrutineers’ Report from MBC, attached as per Annexure C.

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Based on the Scrutineers’ Report on the results of the poll, Dato’ Chairman declared that all ordinary resolutions as set out in Items 2 to 8 of the Notice of Meeting of the Company had been duly passed with the majority of 99.999% votes cast in favour of all the resolutions by the members present in person or by proxy, and read as follows:

16.1 ORDINARY RESOLUTION 1

That the payment of Directors’ fee of RM345,000 for the financial year ended 31 March 2016 was duly approved.

16.2 ORDINARY RESOLUTION 2

That the retiring Director, Tan Sri Dr. Azmil Khalid was duly re-elected as a Director of the Company.

16.3 ORDINARY RESOLUTION 3

That the retiring Director, Lee Leong Yow was duly re-elected as a Director of the Company.

16.4 ORDINARY RESOLUTION 4

That the appointment of Messrs. BDO Malaysia as Auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration were duly approved.

16.5 ORDINARY RESOLUTION 5

That the retention of Dato’ Ir. A. Rashid bin Omar as Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting of the Company in accordance with the Malaysia Code on Corporate Governance 2012 was duly approved.

16.6 ORDINARY RESOLUTION 6

That the retention of Dato’ Ir. Kalid bin Alias as Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting of the Company in accordance with the Malaysia Code on Corporate Governance 2012 was duly approved.

16.7 ORDINARY RESOLUTION 7

That the Ordinary Resolution 7 in relation to the authority to issue shares pursuant to section 132D of the Companies Act, 1965 was duly approved.

16.8 ORDINARY RESOLUTION 8

That the Ordinary Resolution 8 in relation to the proposed renewal of existing shareholders’ mandate for recurrent related party transactions of a revenue or trading nature was duly approved.

16.9 ORDINARY RESOLUTION 9

That the Ordinary Resolution 9 in relation to the proposed new shareholders’ mandate for new recurrent related party transactions of a revenue or trading nature was duly approved.

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TERMINATION OF MEETING

There being no further business, Dato’ Chairman declared the Meeting closed at 10.39 a.m. with a vote of thanks to Dato’ Ir. A. Rashid. Dato’ Chairman thanked the members, proxies, corporate representatives and invitees for their presence and continuous support to the Company.

Confirmed as a correct record,

CHAIRMAN Dato’ Ir. A. Rashid Omar Date :