PETRONAS CHEMICALS GROUP BERHAD
Registration No.: 199801005704 (459850-d) (Incorporated in Malaysia)
THE MINUTES OF THE TWENTY-SEVENTH (27TH) ANNUAL GENERAL MEETING (AGM) OF PETRONAS CHEMICALS GROUP BERHAD ("THE COMPANY" OR "PCG") HELD AT EXHIBITION HALL 7, LEVEL 3, KUALA LUMPUR CONVENTION CENTRE, KUALA LUMPUR CITY CENTRE, 50088 KUALA LUMPUR, MALAYSIA ON TUESDAY, 22 APRIL 2025 AT
10.00 A.M.
Present In Attendance | Board of Directors Datuk Sazali bin Hamzah (Chairman and Non -Independent Non- Executive Directors Mr. Mazuin bin Ismail (Managing Director/Chief Executive Officer) Ms. Yeoh Siew Ming (Chairman of Board Audit Committee (BAC) (Senior Independent Non -Executive Director) Mr. Warren William Wilder (Chairman of Board Sustainability and Risk Committee (BSRC) (Independent Non-Executive Director) Dr. Zafar Abdulmajid Momin (Chairman of Board Nomination and Risk Committee (NRC) (Independent Non - Executive Director) Datin Seri Sunita Mei - Lin Rajakumar (Independent Non - Executive D/reotorJ Ms. Farehana binti Hanapiah (Non-Independent Non-Executive Directors Mr. Abang Yusuf bin Abang Puteh (Non -Independent Non -Executive Directors Company Secretaries Ms. Azira Marini binti Ab Rahim Ms. Mek Yarn p Mariam Hassan Chief Financial Officer Mr. Mohd Azli bin lshak External Auditors Mr. Chua See Guan (Partner - KPMG PLT) |
Open
PETRONAS CHEMICALS GROUP BERHAD 199801003704 (459830-K)
Minutes of the 27" Annual General Meeting held on 22 April 2025
Poll Administrator Scrutineers | Boardroom Share Registrars Sdn. Bhd. Scrutineer Solutions Sdn. Bhd. | |
Shareholders and Proxies | The attendance of the Shareholders and Proxies is as per Attendance List. |
NOTICE
The notice conveninp the meeting and the conduct of the Company's AGA, together with the instructions in the Administrative Details dated 21 March 2025, was tabled and taken as read. The same was also published through the announcement to Bursa Malaysia Securities Berhad ("Bursa Securities") and the Company's corporate website, respectively.
QUORUM, SHAREHOLDERS AND PROXIES DETAILS
Upon confirmation by the Company Secretary on the presence of the requisite quorum, the Chairman called the meeting to order.
The total number of shareholders, proxies, corporate representatives and attorneys present at the start of this AGM was 1352, which represented a total of 699,740,287 shares.
2.5 The Chairman informed the shareholders that he had been appointed by the shareholders as proxy representing 5,777,542,723 shares, which represented 72.22% of the total voting rights at this AGM.
The shareholders were also informed that all resolutions at this AGM would only require a simple majority vote.
The Chairman then introduced his fellow Board Members, the Management and the external auditor who were present at this AGM.
PROCEDURES FOR MEETING/INTRODUCTION TO ELECTRONIC VOTING
The Company had appointed Boardroom Share Registrars Sdn. Bhd. ("Boardroom") as Poll Administrator to conduct the polling process, and Scrutineer Solutions Sdn Bhd ("Scrutineer") as Independent Scrutineers to verify the poll results.
A short video by Boardroom was played to demonstrate to the members, corporate representatives and proxies who were present at the 27'h AGM on the process for electronic voting.
PETRONAS CHEMICALS GROUP BERHAD 199801003704 (459830-K)
Minutes of the 27" Annual General Meeting held on 22 April 2025
3.5 The voting session commenced from the start of the meeting at 10.00 a.m. until the Chairman announced the closure of the voting session
PRESENTATION
Before the Chairman proceeded with the business of the meeting, the Chairman invited Mr. Mazuin bin Ismail (Mr. Mazuin), the Company's Managing Director/Chief Executive Officer to deliver his presentation on the performance of the Company for the financial year ended II December 2024.
Mr. Mazuin thanked the shareholders for their attendance and shared his presentation that covered the highlights on the Business Environment, Company's performance in 2024 and the outlook for 2025.
4.5 After the said presentation, the Chairman thanked Mr. Mazuin for the presentation and proceeded with the business of the meeting.
AGENDA ITEM NO. 1
AUDITED FINANCIAL STATEMENT AND REPORTS FOR THE YEAR ENDED 31 DECEMBER 2024
The Audited Financial Statements and Reports of the Directors and Auditors for the year ended 31 December 2024 ("AFS") which had been circulated to all the members of the Company within the prescribed period were tabled to the meeting
The Chairman explained that the AFS were for discussion only as it did not require shareholders' approval. Hence, it would not be put for voting.
5.5 He then declared that the AFS were received and noted.
AGENDA ITEM NO. 2
RETIREMENT OF DIRECTORS PURSUANT TO ARTICLE 107 OF THE COMPANY'S CONSTITUTION
The Chairman informed that at this AGM, two directors namely, Ms. Farehana binti Hanapiah (Ms. Farehana) and Datin Seri Sunita Mei-Lin Rajakumar (Datin Seri Sunita) would be retiring in accordance with Article 107 of the Company's Constitution.
Ms. Farehana has provided her consent to the Board and offered herself for re-election. The Board has endorsed that she is eligible to stand for re-election, after considering the NRC's recommendation that was evaluated based on a comprehensive review of her competencies, commitment, contributions and overall performance. This assessment incorporates findings from the Board Effectiveness Evaluation, the fit and proper
PETRONAS CHEMICALS GROUP BERHAD 199801003704 (459830-K)
Minutes of the 27" Annual General Meeting held on 22 April 2025
declaration, and an evaluation of her ability to act in the best interests of the Company as well as the assessment of conflict of interest by the Board Audit Committee (BAC). Her profile can be found on page 79 of the Integrated Report 2024.
6.5 Meanwhile, Datin Seri Sunita has expressed her intention to retire from office and not to seek for re-election at this AGM.
In view of the above, it was noted that Datin Seri Sunita Mei- Lin Rajakumar retired as a Director of the Company at the conclusion of this AGM.
6.4 The Chairman then put forth the following Resolution for the shareholders' consideration:
Ordinary Resolution 1 - Re-election of Ms. Farehana binti Hanapiah
"THAT Ms. Farehana binti Hanapiah retiring in accordance with Article 107 of the Company's Constitc/tion. be and is here/9y re-elected as a Director of the Company".
AGENDA ITEM NO. 3
RETIREMENT OF DIRECTOR PURSUANT TO ARTICLE 100 OF THE COMPANY'S
CONSTITUTION
The Chairman informed that at this AGM, Mr. Abang Yusuf bin Abanp Puteh (Mr. Abang Yusuf) would be retiring in accordance with Article 100 of the Company's Constitution. He has provided his consent and offered himself for re-election to the Board
The Board had through the NRC, assessed the eligibility of Mr. Abang Yusuf based on the provisions of the Company's Directors' Fit and Proper Policy and was satisfied that he fulfilled the criteria set under the Directors' Fit and Proper Policy. In addition, the BAC reviewed, assessed and agreed on the proposed mitigations for any potential conflict of interest that may arise.
7.5 Based on the above assessments, the Board has endorsed the NRC's recommendation that Mr. Abang Yusuf is eligible to stand for re-election. His profile can be found on page 80 of the Integrated Report 2024.
7.4 The Chairman then put forth the following Resolution for the shareholders' consideration:
Ordinary Resolution 2 - Re-election of Mr. Abang Yusuf bin Abang Puteh "THAT Mr. Abang Yusuf bin Abang Puteh retiring in accordance with
Article 100 of the Company's Constitution, be and is hereby re-elected as
a Director of the Company".
PETRONAS CHEMICALS GROUP BERHAD 199801003704 (459830-K)
Minutes of the 27" Annual General Meeting held on 22 April 2025
AGENDA ITEM NO. 4
TO APPROVE THE INCREASE OF DIRECTORS' FEES FROM RM288,000 TO RM360,000 PER ANNUM FOR THE NON-EXECUTIVE CHAIRMAN AND FROM RM144,000 TO RM240,000 PER ANNUM FOR EACH OF THE NON-EXECUTIVE DIRECTORS
The Chairman proceeded with agenda item number 4 on the increase of Directors' fees from RM288,000 to RM360,000 per annum for the Non-Executive Chairman and from RM144,000 to RM240,000 per annum, for each of the Non- Executive Director.
Upon review and assessment, the Board proposed for the increase of Directors' fees in view that it is timely to increase the remuneration to ensure the remuneration structure remains competitive and relevant to retain and attract skilled and experience Directors. It was also noted that the said remuneration has not increased since 2018 and the review was done based on the benchmarking exercise undertaken by an external consultant.
8.5 The proposal was also in line with Practice 7.1 of Malaysian Code on Corporate Governance (MCCG 2021) which states that the policies and procedures in determining remuneration of directors are to be periodically reviewed.
It was noted that the revised Directors' fees will take effect on 1 May 2025
The Chairman then put the following resolution to the shareholders for their consideration
"THAT the increase of Directors'fees from Rfi4288.000 to Rfi4S60.000 per annum for the Non-Executive Chairman and from Rfi4144,000 to Rfi4240,000 per annum for each of the Non-Executive Director, be and are hereby approved".
AGENDA ITEM NO. 5
TO APPROVE DIRECTORS' FEES AND ALLOWANCE, PAYABLE TO THE NON-EXECUTIVE DIRECTORS OF UP TO RM3.000,000 WITH EFFECT FROM 23 APRIL 2025 UNTIL THE NEXT AGM OF THE COMPANY
The Chairman continued the meeting with agenda item number 5 on the payment of Directors' fees and allowances to Non- Executive Directors (NED) of up to RM3,000,000 00 with effect from 23 April 2025 until the next AGM of the Company.
The Directors' fees and allowances for the NED for the period from 23 April 2025 until the conclusion of the next AGM ("FYE2025/2026") were calculated based on the estimated number of scheduled Board and Board Committees meetings. This estimation was made under the assumption that all current NED would remain in office with an additional one Special Skill NED up to