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Serba Dinamik Holdings Berhad

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SERBA DINAMIK HOLDINGS BERHAD

(201501042584) (1167905-P)
(Incorporated in Malaysia)

NOTICE OF THE FIFTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of Serba Dinamik Holdings
Berhad (“SDHB” or “the Company”) will be conducted on a fully virtual basis by way of live
streaming from the broadcast venue at 4th floor, Menara Serba Dinamik, Presint 3.4, Persiaran
Perbandaran, Seksyen 14, 40000 Shah Alam, Selangor Darul Ehsan, Malaysia and online
remote voting through the Remote Participation and Voting (“RPV”) facilities via its website
at www.propollsolutions.com.my (“Propoll Portal”)(Domain registration number D1A403203)
provided by Propoll Solutions Sdn Bhd in Malaysia on Monday, 31 January 2022 at 3.00 p.m.,
to transact the following businesses:

AGENDA

As Ordinary Business:

1. To receive the Audited Financial Statements for the financial period


ended 30 June 2021 together with the Reports of the Directors and
Auditors thereon.

(Please refer to Explanatory Note 4 below)

2. To re-elect Dato’ Awang Daud Bin Awang Putera who is retiring by Ordinary
rotation pursuant to Clause 111 of the Constitution of the Company and Resolution 1
who being eligible offers himself for re-election.

(Please refer to Explanatory Note 5 below)

3. To re-elect the following Directors who are retiring pursuant to Clause


117 of the Constitution of the Company and who being eligible offer
themselves for re-election.

(i) Datuk Syed Nazim Bin Syed Faisal Ordinary


Resolution 2

(ii) Encik Noor Azri Bin Dato’ Sri Noor Azerai Ordinary
Resolution 3
(iii) Encik Abu Bakar Bin Uzir

(Please refer to Explanatory Note 5 below)

4. To approve the payment of Directors’ Fees and Benefits from 1 February Ordinary
2022 until the next Annual General Meeting of the Company of up to a Resolution 4
total amount not exceeding RM3,000,000.00.

(Please refer to Explanatory Note 6 below)

5. To re-appoint Nexia SSY PLT as auditors of the Company and to Ordinary


authorise the Directors to fix their remuneration. Resolution 5

(Please refer to Explanatory Note 7 below)

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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

As Special Business:

To consider and if thought fit, to pass the following resolutions:

6. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Ordinary


Party Transactions of a Revenue or Trading Nature Resolution 6

“THAT, approval be and is hereby given for the Company and/or its
subsidiaries to enter into and give effect to the recurrent related party
transactions of a revenue or trading nature with the related parties as
set out in Section 2.2.2 under Part A of the Circular to Shareholders
dated 6 January 2022 (“the Circular”), provided that such transactions
are necessary for the Company and/or its subsidiaries’ day-to-day
operations and which are carried out in the ordinary course of business
at arm’s length basis and on normal commercial terms and transaction
price which are not more favourable to the related parties than those
generally available to the public and are not detriment of the minority
shareholders of the Company.

THAT the authority conferred by such mandate shall commence upon


the passing of this resolution and continue to be in force until:

(i) the conclusion of the next Annual General Meeting of the


Company, at which time it will lapse, unless by a resolution
passed at the next Annual General Meeting, the authority is
renewed;

(ii) the expiration of the period within which the next Annual
General Meeting is required to be held pursuant to Section 340(2)
of the Companies Act 2016 (“Act”) (but must 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 in a


general meeting;

whichever is the earlier.

AND THAT the Directors of the Company be hereby authorised to


complete and do all such acts and things as they may consider
expedient or necessary to give effect to this ordinary resolution.”

(Please refer to Explanatory Note 8 below)

7. Proposed Renewal of Shareholders’ Mandate for Share Buy-Back by the Ordinary


Company Resolution 7

“THAT subject always to the Companies Act 2016 (“the Act”), the
Constitution of the Company, the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing
Requirements”) and all other applicable laws, guidelines, rules and
regulations, the Company be and is hereby authorised, to the fullest
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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

extent permitted by law, to purchase such number of issued shares in


the Company as may be determined by the Directors of the Company
from time to time through Bursa Securities upon such terms and
conditions as the Directors may deem fit and expedient in the interest
of the Company provided that:

i. the aggregate number of issued shares in the Company


(“Shares”) purchased (“Purchased Shares”) and/or held as
treasury shares pursuant to this ordinary resolution does not
exceed ten per centum (10%) of the total number of issued shares
of the Company as quoted on Bursa Securities as at point of
purchase; and

ii. the maximum fund to be allocated by the Company for the


purpose of purchasing the shares shall not exceed the aggregate
of the retained profits of the Company based on the latest
audited financial statements and/or the latest management
accounts (where applicable) available at the time of the
purchase,

(“Proposed Share Buy-Back”).

AND THAT the authority to facilitate the Proposed Share Buy-Back will
commence immediately upon passing of this Ordinary Resolution and
will continue to be in force until:

a. the conclusion of the next Annual General Meeting of the


Company following at which time the authority shall lapse unless
by ordinary resolution passed at the meeting, the authority is
renewed, either unconditionally or subject to conditions;

b. the expiration of the period within which the next annual general
meeting of the Company is required by law to be held; or

c. revoked or varied by ordinary resolution passed by the


shareholders of the Company at a general meeting,

whichever occurs first, but shall not prejudice the completion of


purchase(s) by the Company of its own Shares before the aforesaid
expiry date and, in any event, in accordance with the Listing
Requirements and any applicable laws, rules, regulations, orders,
guidelines and requirements issued by any relevant authorities.

AND THAT the Directors of the Company be and are hereby authorised,
at their discretion, to deal with the Purchased Shares until all the
Purchased Shares have been dealt with by the Directors in the following
manner as may be permitted by the Act, Listing Requirements,

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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

applicable laws, rules, regulations, guidelines, requirements and/or


orders of any relevant authorities for the time being in force:

i. To cancel all or part of the Purchased Shares;

ii. To retain all or part of the Purchased Shares as treasury shares as


defined in Section 127 of the Act;

iii. To distribute all or part of the treasury shares as dividends to the


shareholders of the Company;

iv. To resell all or part of the treasury shares;

v. To transfer all or part of the treasury shares for the purposes of or


under the employees’ share scheme established by the
Company and/or its subsidiaries;

vi. To transfer all or part of the treasury shares as purchase


consideration;

vii. To sell, transfer or otherwise use the shares for such other purposes
as the Minister charged with the responsibility for companies may
by order prescribe; and/or

viii. To deal with the treasury shares in any other manners as allowed
by the Act, Listing Requirements, applicable laws, rules,
regulations, guidelines, requirements and/or orders of any
relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are authorised to take
all such steps as are necessary or expedient including without limitation,
the opening and maintaining of central depository account(s) under
Securities Industry (Central Depositories) Act, 1991, and the entering into
all other agreements, arrangements and guarantee with any party or
parties] to implement, finalise and give full effect to the Proposed Share
Buy-Back with full powers to assent to any conditions, modifications,
variations and/or amendments (if any) as may be imposed by the
relevant authorities.”

(Please refer to Explanatory Note 9 below)

8. Proposed Alteration of the Constitution by Replacing with a New Special


Constitution (“Proposed Alteration”) Resolution

“THAT the existing Constitution of the Company be hereby altered by


replacing with a new Constitution as set out in the Part C of the Circular
to Shareholders dated 6 January 2022 with effect from the date of
passing this Special Resolution.

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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

AND THAT the Directors and/or Secretary of the Company be hereby


authorised to do all such acts and things and to take all such steps as
they deem fit, necessary, expedient and/or appropriate in order to
complete and give full effect to the Proposed Alteration with full powers
to assent to any condition, modification, variation and/or amendment
as may be required or imposed by the relevant authorities.”

(Please refer to Explanatory Note 10 below)

9. Proposed Renewal of Authority to Issue and Allot Shares of the Company Ordinary
pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”) Resolution 8

“THAT, subject to the passing of the Special Resolution above, pursuant


to Sections 75 and 76 of the Act, Main Market Listing Requirements of
Bursa Malaysia Securities Berhad (“Bursa Securities“) (“Listing
Requirements”) and the approval of the relevant regulatory authorities,
where such approval is required, the Directors of the Company be and
are hereby authorised to issue and allot shares in the capital of the
Company, grant rights to subscribe for shares in the Company, convert
any securities into shares in the Company, or allot shares under an
agreement or option or offer (“New Shares”) from time to time, at such
price, to such persons and for such purposes and upon such terms and
conditions as the Directors may in their absolute discretion deem fit,
provided that the aggregate number of such New Shares to be issued,
to be subscribed under any rights granted, to be issued from conversion
of any security, or to be issued and allotted under an agreement or
option or offer, pursuant to this resolution, when aggregated with the
total number of any such shares issued during the preceding 12 months
does not exceed 20% of the total number of issued shares (excluding
any treasury shares) of the Company for the time being (“Proposed 20%
General Mandate”).

THAT such approval on the Proposed 20% General Mandate shall


continue to be in force until 31 December 2022.

THAT with effect from 1 January 2023, the general mandate shall be
reinstated from a 20% limit to a 10% limit pursuant to Paragraph 6.03 of
the Listing Requirements provided that the aggregate number of such
New Shares to be issued, to be subscribed under any rights granted, to
be issued from conversion of any security, or to be issued and allotted
under an agreement or option or offer by the Company from time to
time, at such price, to such persons and for such purposes and upon
such terms and conditions as the Directors may in their absolute
discretion deem fit, pursuant to this resolution, when aggregated with
the total number of any such shares issued during the preceding 12
months does not exceed 10% of the total number of issued shares
(excluding any treasury shares) of the Company for the time being
(“Proposed 10% General Mandate”).

THAT such approval on the Proposed 10% General Mandate shall


continue to be in force until:

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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

a. the conclusion of the next Annual General Meeting of the


Company held after the approval was given;

b. the expiration of the period within which the next Annual


General Meeting of the Company is required to be held after
the approval was given; or

c. revoked or varied by resolution passed by the shareholders of


the Company in a general meeting,

whichever is the earlier.

(The Proposed 20% General Mandate and Proposed 10% General


Mandate shall hereinafter refer to as “Proposed General Mandate”.)

THAT the Directors of the Company be and are hereby also empowered
to obtain the approval from Bursa Securities for the listing of and
quotation for such New Shares on the Main Market of Bursa Securities.

THAT authority be and is hereby given to the Directors of the Company,


to give effect to the Proposed General Mandate with full powers to
assent to any conditions, modifications, variations and/or amendments
as they may deem fit in the best interest of the Company and/or as may
be imposed by the relevant authorities.

AND FURTHER THAT the Directors of the Company, be and are hereby
authorised to implement, finalise, complete and take all necessary
steps and to do all acts (including execute such documents as may be
required), deeds and things in relation to the Proposed General
Mandate.”

(Please refer to Explanatory Note 11 below)

10. To transact any other business of the Company of which due notice
shall have been given in accordance with the Companies Act 2016
and the Constitution of the Company.

By Order of the Board

MUHAMMAD HAFIZ BIN OTHMAN (SSM PC No. 202008003349)(MIA 37218)


TAN TONG LANG (SSM PC No. 201908002253)(MAICSA 7045482)
Company Secretaries

Selangor Darul Ehsan


Dated: 6 January 2022

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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

NOTES:

(1) As part of the initiative to curb the spread of Coronavirus Disease 2019 (“COVID-19”), the Fifth Annual
General Meeting (“AGM”) will be conducted on a fully virtual basis by way of live streaming from the
broadcast venue at 4th floor, Menara Serba Dinamik, Presint 3.4, Persiaran Perbandaran, Seksyen 14,
40000 Shah Alam, Selangor Darul Ehsan, Malaysia and online remote voting through the Remote
Participation and Voting (“RPV”) facilities via its website at www.propollsolutions.com.my (“Propoll
Portal”)(Domain registration number D1A403203) provided by Propoll Solutions Sdn Bhd in Malaysia.

According to the Revised Guidance Note and FAQs on the Conduct of General Meetings for Listed
Issuers issued by the Securities Commission Malaysia on 16 July 2021, an online meeting platform
located in Malaysia is recognized as the meeting venue and all meeting participants of a fully virtual
general meeting are required to participate in the meeting online.

(2) Members are to attend, speak (including posing questions to the Board via real time submission of
typed texts) and vote (collectively, “participate”) remotely at the Fifth AGM Members are to attend,
speak (including posing questions to the Board via real time submission of typed texts) and vote
(collectively, “participate”) remotely at the Fifth AGM via the RPV facilities provided by Propoll
Solutions Sdn Bhd via its website at www.propollsolutions.com.my (“Propoll Portal”). Please read the
Administrative Details for the Fifth AGM of the Company for details on the registration process and
procedures for RPV to participate remotely at the Fifth AGM of the Company.

(3) Appointment of Proxy

(a) A member of the Company is entitled to attend, participate, speak and vote and is entitled
to appoint not more than two (2) proxies to attend, participate, speak and vote instead of
him. Where a member appoints two (2) proxies, he shall specify the proportion of his
shareholdings to be represented by each proxy. A proxy need not be a member of the
Company.

(b) A member of the Company who is an authorised nominee as defined in the Securities Industry
(Central Depositories) Act, 1991 (“SICDA”) may appoint one (1) proxy in respect of each
securities account it holds with ordinary shares of the Company standing to the credit of the
said securities account.

(c) Where a member of the Company is an Exempt Authorised Nominee as defined under SICDA
which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities
account (“Omnibus Account”), there is no limit to the number of proxies which the Exempt
Authorised Nominee may appoint in respect of each Omnibus Account it holds.

(d) Where a member or the authorised nominee appoints more than two (2) proxies, or where an
exempt authorised nominee appoints two (2) or more proxies, the appointments shall be
invalid unless the proportion of shareholdings to be represented by each proxy is specified in
the instrument appointing the proxies.

(e) A proxy may but need not be a member of the Company. A proxy appointed to attend and
vote shall have the same rights as the member to speak at the meeting.

(f) The instrument appointing a proxy shall be in writing under the hand of the appointer or his
attorney duly authorised in writing, or if the appointer is a corporation, either under its common
seal or the hand of its officer or its duly authorised attorney.

(g) The appointment of a proxy may be made in a physical copy form or by electronic means in
the following manner and must be received by the Company not less than forty-eight (48)
hours before the time appointed for holding the AGM or any adjournment thereof at which
the person named in the appointment proposes to vote:

(i) In physical copy form

In the case of an appointment made in physical copy form, the proxy form must be
deposited at AldPro Corporate Services Sdn Bhd (“AldPro”) at Level 5, Block B,
Dataran PHB, Saujana Resort, Section U2, 40150 Shah Alam, Selangor.
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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

(ii) By electronic form

The proxy form can be electronically lodged with AldPro, email to


admin@aldpro.com.my.

(h) For the purpose of determining a member who shall be entitled to attend and vote at the
meeting via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to
make available to the Company a Record of Depositors as at 24 January 2022 and only a
member whose name appears on the Record of Depositors on that date shall be entitled to
attend the meeting via RPV or appoint proxies to attend and vote in his stead.

(4) Audited Financial Statements

This item of the Agenda is meant for discussion only. The provisions of Section 340(1)(a) of the Companies
Act 2016 require that the Audited Financial Statements and the Reports of the Directors and Auditors
thereon be laid before the Company at its Annual General Meeting. As such this Agenda item is not a
business which requires a resolution to be put to vote by shareholders.

(5) Re-election of Retiring Directors

Dato’ Awang Daud Bin Awang Putera, Datuk Syed Nazim Bin Syed Faisal and Encik Noor Azri Bin Dato’
Sri Noor Azerai, being eligible, are standing for re-election as Directors of the Company and being
eligible, have offered themselves for re-election.

Encik Abu Bakar Bin Uzir has informed the Company that he does not wish to seek for re-election. He will
retain office until the conclusion of the Fifth AGM and will retire in accordance with Clause 117 of the
Constitution of the Company.

(6) Payment of Directors’ Fees and Benefits

Pursuant to Section 230(1) of the Companies Act, 2016, the fees of the directors and any benefits
payable to the directors shall be approved at a general meeting.

The Proposed Resolution is to facilitate the payment of Directors’ fees and benefits on a current financial
year basis, calculated based on the current board size. In the event the Directors fees proposed are
insufficient (due to enlarged Board size), approval will be sought at the next Annual General Meeting for
additional fees to meet the shortfall.

(7) Re-appointment of Nexia SSY PLT, as Auditors of the Company

The Board had its meeting held on 30 December 2021 approved to re-appoint Nexia SSY PLT. The Board
agreed that Nexia SSY PLT has met the relevant criteria prescribed by Paragraph 15.21 of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad.

EXPLANATORY NOTES ON SPECIAL BUSINESS:-

(8) Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or
Trading Nature

The proposed Ordinary Resolution 6 is to seek for Shareholders’ Mandate to allow the Company and/or its
subsidiaries to enter into Recurrent Related Party Transactions of a Revenue or Trading Nature and to
enable the Company to comply with Paragraph 10.09, Part E of the Main Market Listing Requirement of
Bursa Malaysia Securities Berhad. The mandate will take effect from the date of the passing of the ordinary
resolution until the next Annual General Meeting of the Company. For further information, please refer to
the Circular to Shareholders dated 6 January 2022 accompanying the Company’s Integrated Report for
the financial period ended 30 June 2021.

(9) Proposed Renewal of Shareholders’ Mandate for Share Buy-Back by the Company

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SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

The proposed Ordinary Resolution 7, if passed, will empower the Directors of the Company to purchase
up to 10% of the total number of issued shares of the Company by utilising the funds allocated which
shall not exceed the retained profits of the Company. This authority, unless revoked or varied at a general
meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

For further information, please refer to the Share Buy-Back Statement dated 6 January 2022
accompanying the Company’s Integrated Report for the financial period ended 30 June 2021.

(10) Proposed Alteration of the Constitution by Replacing with a New Constitution (“Proposed Alteration”)

The Proposed Alteration is to align the Constitution with the prevailing statutory and regulatory
requirements, to render clarity and consistency throughout the Constitution as well as to enhance
administrative efficiency. The proposed new Constitution is set out in Part C of the Circular to
Shareholders dated 6 January 2022 accompanying the Company’s Integrated Report for the financial
period ended 30 June 2021.

(11) Proposed Renewal of Authority to Issue and Allot Shares of the Company pursuant to Sections 75 and 76
of the Companies Act 2016 (“the Act”)

The proposed Ordinary Resolution 8, subject to passing of Special Resolution relating to Proposed
Alteration above, if passed, will empower the Directors of the Company to issue and allot ordinary shares
of the Company from time to time and to grant rights to subscribe for shares in the Company, convert
any securities into shares in the Company, or allot shares under an agreement or option or offer, provided
that the aggregate number of shares allotted pursuant to this resolution does not exceed 20% of the
total number of issued shares (excluding treasury shares) of the Company for the time being (“Proposed
20% General Mandate”) up to 31 December 2022. With effect from 1 January 2023, the Proposed 20%
General Mandate will be reinstated to a 10% limit (“Proposed 10% General Mandate”) according to
Paragraph 6.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

This proposed Resolution is a renewal of the previous year’s mandate. The mandate is to provide flexibility
to the Company to issue new securities without the need to convene separate general meeting to
obtain its shareholders’ approval so as to avoid incurring additional costs and time.

The Board of Directors of the Company is of the view that the Proposed 20% General Mandate is in the
best interest of the Company and its shareholders as it is beneficial for the Company to meet its future
financial needs due to the unprecedented uncertainty surrounding the recovery of the COVID-19
pandemic and it will enable the Board to take swift action during the challenging time to ensure long
term sustainability and interest of the Company and its shareholders.

The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of
a need to issue and allot new shares in the Company for fund raising exercise including but not limited
to further placement of shares for purpose of funding current and/or future investment projects, working
capital, acquisitions and/or for issuance of shares as settlement of purchase consideration, or other
circumstances arise which involve grant of rights to subscribe for shares, conversion of any securities into
shares, or allotment of shares under an agreement or option or offer, or such other application as the
Directors may deem fit in the best interest of the Company.

As at the date of this notice, the Company did not implement its proposal for new allotment of shares
under the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 which was
approved by the shareholders at the Fourth AGM held on 2 July 2020 and will lapse at the conclusion of
the Fifth AGM to be held on 31 January 2022. As at the date of this notice, there is no decision to issue
new shares. Should there be a decision to issue new shares after the general mandate is sought, the
Company will make an announcement of the actual purpose and utilisation of proceeds arising from
such issuance of shares.

9
SERBA DINAMIK HOLDINGS BERHAD
(201501042584) (1167905-P)
(Incorporated in Malaysia)

ADMINISTRATIVE DETAILS FOR SHAREHOLDERS PARTICIPATING


TH
THE 5 ANNUAL GENERAL MEETING OF SERBA DINAMIK HOLDINGS BERHAD
(“5th AGM”)

Date : Monday, 31 January 2022

Time : 3:00 p.m.

Broadcast : 4th Floor, Menara Serba Dinamik, Presint 3.4, Persiaran Perbandaran, Seksyen 14,
Venue 40000 Shah Alam, Selangor Darul Ehsan.

Meeting : www.propollsolutions.com.my
Platform

VIRTUAL MEETING

In light of the Coronavirus Disease 2019 (COVID-19) pandemic and as part of the safety measures and
control for the well-being of the shareholders of Serba Dinamik Holdings Berhad (“SDHB”) as well as the
employees and Directors of SDHB, the 5th AGM of SDHB will be conducted as a fully virtual meeting
through live streaming and online remote voting using the Remote Participation and Voting (“RPV”) Facility.
This is in line with the Guidance and FAQs on the Conduct of General Meetings for Listed Issuers issued
by the Securities Commission Malaysia on 16 July 2021 and as revised or amended from time to time.

Please note that it is your responsibility to ensure the stability of your internet connectivity throughout the
5th AGM as the quality of the live webcast and online remote voting are dependent on your internet
bandwidth and stability of your internet connection.

NO SHAREHOLDERS/PROXIES/CORPORATE REPRESENTATIVES/ATTORNEYS from the public


shall be physically present nor admitted at the Broadcast Venue on the day of the 5th AGM.

RPV FACILITY

Shareholders are to participate, speak (in the form of real-time submission of typed texts) and vote remotely
(collectively, “participate”) at the 5th AGM using the RPV Facility provided by Propoll Solutions Sdn Bhd,
the poll facilitator of the 5th AGM, via its website at www.propollsolutions.com.my (“Propoll Portal”).

Shareholders may use the Q&A platform in Zoom Cloud Meetings App to submit questions in real time
during the 5th AGM. Shareholders may also submit questions to the Board of Directors (“Board”) prior to
the 5th AGM via the Q&A platform in the Propoll Portal from 2:00 pm on 25 January 2022 up to 2:30 pm on
31 January 2022. If there is time constraint in answering the questions during the 5th AGM, the answers
will be published in SDHB’s corporate website at www.e-serbadk.com under Investor Relations’ page,
after the 5th AGM.

If you wish to submit your questions through the Q&A platform via the Propoll Portal, you must first register
as a user at the Propoll Portal. Thereafter, you may select “My Virtual Meeting” under the Main Menu and
click on the Q&A platform to post your question(s).
PROCEDURES FOR RPV FACILITY

Shareholders/proxies/corporate representatives/attorneys who wish to participate in the 5th AGM remotely


using the RPV Facility, are to follow the requirements and procedures as summarised below:

Procedures Action
Before the day of the 5th AGM
(i) Register as a User • Access the Propoll Portal at www.propollsolutions.com.my
• Click <<Login/Register>> followed by <<Register New
User>> to register as a new user.
• Complete the registration by filling up the information required
and upload a clear copy of your MyKAD (both front and back
page) or Passport.
• Read and agree to the terms & conditions and thereafter,
submit your registration.
• Please enter a valid email address in order for you to receive
the verification email from the Propoll Portal.
• Your registration will be verified and approved by the Propoll
Portal. Once approved, an email notification will be sent to
you.
• If you are already a user with the Propoll Portal, you are not
required to register again.
(ii) Submit your Question You may pre-submit your questions via the Q&A platform in the
Propoll Portal from 2:00 pm on 25 January 2022 up to 2:30 pm on
31 January 2022.
On the day of the 5th AGM
(iii) Login to Propoll Portal at • Login with your user ID and password for remote participation
www.propollsolutions.com.my at the 5th AGM at any time from 2.30 pm, i.e. 30 minutes
before the commencement of the 5th AGM.
• If you have forgotten your password, you can reset it by
clicking on “Forgot Password”.
(iv) Participate through Live • Select <<Virtual Meeting>> under Main Menu.
Streaming • Click <<Join Meeting>> located next to the event.
• Please click on the video link and key in the password
provided to you in the email notification from the Propoll
Portal in order to join the live streaming of the 5th AGM.
• If you have any question(s) during the 5th AGM, you may use
the Q&A platform in Zoom Cloud Meetings App to submit your
question(s). The Chairman of the 5th AGM (“Chairman”) /
Board / Management will try to respond to all relevant
questions submitted during the 5th AGM. If there is time
constraint in answering the questions during the 5th AGM, the
responses will be published at SDHB’s website at the earliest
possible time after the end of the 5th AGM.
• If you are using a smartphone to participate in the 5th AGM,
please download Zoom Cloud Meetings App from the Google
Play Store or App Store before the 5th AGM.
• Please take note that the quality of the live streaming is
dependent on the bandwidth and stability of the internet
connection at your location.
(v) Online Remote Voting • Please select the <<Voting>> option located next to <<Join
Meeting>> to indicate your votes for the resolutions that are
tabled for voting.
• Voting session will commence once the Chairman declares
that the voting platform is activated. The voting session will
end upon declaration by the Chairman.
• Please cast your vote on all resolutions as appeared on the
screen and submit your votes. Once submitted, your votes
will be final and cannot be changed.
(vi) End of the RPV Facility • The RPV Facility will end and the Q&A platform will be
disabled the moment the Chairman announces the closure of
the 5th AGM.

Notes to users of the RPV Facility:


(a) Should your registration to join the 5th AGM be approved, we will make available to you the rights to join the live
streamed 5th AGM and to vote remotely using the RPV Facility. Your login to the Propoll Portal on the day of the
5th AGM will indicate your presence at the 5th AGM.
(b) If you encounter any issue with your online registration at the Propoll Portal, please call +6016-439 7718/+6010-
526 5490 or e-mail to propollsolution@gmail.com for assistance.

PROXY

1. The 5th AGM will be conducted on a fully virtual basis. If you are unable to participate the 5th AGM,
you may appoint the Chairman as proxy and indicate the voting instructions in the Proxy Form.

2. If you wish to appoint proxy(ies) to participate in the 5th AGM using the RPV Facility, please submit
your Proxy Form, either by hand or by post to the following address, not less than 48 hours before the
time appointed for holding the 5th AGM or any adjournment thereof, otherwise the Proxy Form shall
be treated as invalid:

ALDPRO CORPORATE SERVICES SDN BHD


Level 5, Block B,
Dataran PHB, Saujana Resort,
Section U2, 40150 Shah Alam,
Selangor Darul Ehsan.

3. The proxy form can be electronically lodged with Aldpro Corporate Services Sdn Bhd by email to
admin@aldpro.com.my.

4. Corporate representatives of corporate shareholders must deposit their original certificate of


appointment of corporate representative to Aldpro Corporate Services Sdn Bhd not less than 48
hours before the time appointed for holding the 5th AGM or any adjournment thereof, in order to
participate in the 5th AGM via the RPV Facility.

5. Attorneys appointed by power of attorney are to deposit their power of attorney to Aldpro Corporate
Services Sdn Bhd not less than 48 hours before the time appointed for holding the 5th AGM or any
adjournment thereof, in order to participate in the 5th AGM via the RPV Facility.

6. Shareholders who has appointed a proxy or attorney or authorised representative to participate at the
5th AGM via the RPV Facility must ensure that his/her proxy or attorney or authorised representative
register himself/herself at the Propoll Portal prior to the 5th AGM.

POLL VOTING

1. The voting at the 5th AGM will be conducted by poll in accordance with Paragraph 8.29A of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad. SDHB has appointed Propoll
Solutions Sdn Bhd as Poll Administrator to conduct the poll by way of online remote voting using the
RPV Facility and the Scrutineers to verify the poll results.
2. The online remote voting session will commence once the Chairman declares that the voting platform
is activated. The voting session will end upon declaration by the Chairman. Please refer to item (v) for
the online remote voting procedures using the RPV Facility.

3. Upon completion of the voting session, the Scrutineers will verify the poll results followed by the
declaration of results by the Chairman.

REVOCATION OF PROXY

If you have submitted your Proxy Form and subsequently decide to appoint another person or wish to
participate in the 5th AGM by yourself, please write in to Aldpro Corporate Services Sdn Bhd to revoke
the earlier appointed proxy 48 hours before the time appointed for holding the 5th AGM.

RECORDING

Unauthorised recording of the proceedings of the 5th AGM is strictly prohibited.

RECORD OF DEPOSITORS (“ROD”) FOR THE 5th AGM

Only shareholders whose names appear on the ROD as at 24 January 2022 shall be entitled to participate
or appoint proxy(ies) to participate at the 5th AGM via the RPV Facility.

NO DOOR GIFT

There will be NO door gift to be provided for participating at the 5th AGM.

ENQUIRIES

If you have any enquiry relating to the 5th AGM, please contact any of the following persons during office
hours from 9:00 am to 6:00 pm on Mondays to Fridays:

(a) Mr Eric Tan (Tel: +6016-439 7718/+6010-526 5490 or E-mail: propollsolution@gmail.com)

PERSONAL DATA PRIVACY

By lodging and subscribe for a user account with Propoll Portal for appointing a proxy(ies) and/or
representative(s) to participate and vote remotely at the 5th AGM using the RPV Facility, the
shareholder/proxy holder/representative(s) accepts and agrees to the personal data privacy terms.

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