MTD ACPI ENGINEERING BERHAD (Company No. 258836-V) (Incorporated in Malaysia) Minutes of the Twenty-Third Annual General Meeting of MTD ACPI Engineering Berhad (“MTDACPI” or “Company”) held at 1, Jalan Batu Caves, 68100 Batu Caves, Selangor 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. MTD ACPI ENGINEERING BERHAD Minutes of the Twenty-Third Annual General Meeting held on 8 September 2016 Page 2/12 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. MTD ACPI ENGINEERING BERHAD Minutes of the Twenty-Third Annual General Meeting held on 8 September 2016 Page 3/12 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 MTD ACPI ENGINEERING BERHAD Minutes of the Twenty-Third Annual General Meeting held on 8 September 2016 Page 4/12 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.