THE COMPANIES ACT, 1965

________________________

PUBLIC COMPANY LIMITED BY SHARES

________________________

MALAYSIA

________________________

MEMORANDUM

And

ARTICLES OF ASSOCIATION

Of

DIGI.COM BERHAD
(Company No. 425190-X)

____________________________

Incorporated on the 28th day of March, 1997

_____________________________
Company No. 425190-X

THE COMPANIES ACT 1965

_______________________________

COMPANY LIMITED BY SHARES

_______________________________

MEMORANDUM OF ASSOCIATION
OF
DIGI.COM BERHAD
_______________________________

1. The name of the Company is DIGI.COM BERHAD.

2. The registered office of the Company will be situated in Malaysia.

3. The objects for which the Company is established are:-

(1) To carry on the business of an investment holding company and for that purpose to
promote or form or assist in the promotion of formation of any company or companies
subsidiary to this Company or otherwise and to undertake any of the business of a
holding company and to acquire and hold for investment shares, stocks, debentures,
debentures stock, bonds, obligations and securities issued or guaranteed by any
company or private undertaking or any syndicate of persons constituted or carrying on
business in Malaysia or elsewhere and debentures, debentures stocks, bonds,
obligations and securities issued or guaranteed by any Government, sovereign ruler,
commissions, public body or authority supreme, Municipal, Local or otherwise and to
acquire any such shares, stocks, debentures, debentures stocks, bonds, obligations or
securities by original subscription, tender, purchase, transfer, exchange or otherwise
and to exercise and generally to enforce and exercise all rights and powers conferred
by or incidental to the ownership thereof and in particular to sell, transfer, exchange or
otherwise dispose of the same.

(1A) To acquire and to take over the whole of the issued capital in Mutiara
Telecommunications Sdn Bhd pursuant to a scheme of reconstruction whereby the
Company will issue shares of the Company in exchange for the entire issued and paid-
up capital in Mutiara Telecommunications Sdn Bhd.

(2) To develop and turn to account any land acquired by the company or in which the
company is interested, and in particular by laying out and preparing the same for
building purposes, constructing, decorating, maintaining, furnishing and fitting up
buildings and by planting, paving, draining and improving buildings, and by advancing
money to and entering into contracts and arrangements of all kinds with builders,
tenants and others, and to sell such buildings either for cash or on instalments basis.

(3) To establish or take over and carry on trading business as general merchants,
chandlers, suppliers, distributors, contractors, manufacturers, importers, exporters,
commission agents, del credere agents, removers, packers, shopkeepers, stockists,
stores, storekeepers, factors and manufacturers of and dealers in foreign and local
produce, manufactured goods, material and general merchandise.

(4) To enter into any contracts in relation to and to erect, construct, maintain, make,
operate, own, alter, repair, pull down and restore either alone or jointly with any other
companies or persons, works of all descriptions including wharves, docks, piers,
railways, tramway, roads, bridges, warehouses, factories, mills, engines, machines,
railway carriages and wagons, gas works, electric works, water works, drainage and
sewage works and buildings of every description.

(5) To carry on the business of garage keepers and suppliers of and dealers in plants,
electricity and other motive power to motor and other things.

2
Company No. 425190-X

(6) To enter into any contracts in relation to and to erect, construct, maintain, make,
operate, own, alter, repair, pull down and restore either alone or jointly with any other
companies or persons, works of all descriptions including wharves, docks, piers,
railways, tramway, roads, bridges, warehouses, factories, mills, engines, machines,
railway carriages and wagons, gas works, electric works, water works, drainage and
sewerage works and buildings of every description.

(7) To hold shares or invest in, and to acquire, lease, promote or sell, and to manage,
conduct or undertake the business of management or otherwise howsoever direct the
operations of any business, company, corporation, firm of any other whatsoever
enterprise, undertaking or venture, and generally to undertake any of the business of a
holding, or management company.

(8) To carry or conduct all or any of the business of builders, carpenters, carriers,
contractors, decorators, dredges, prospectors, jobmasters, quarrymen, quarry
proprietors, refiners and smelters, victuallers, agents, dealers, exporters and importers,
merchants, makers or manufacturers for or in all goods lines matters and things
including bricks, furniture, hardware, lime, metals, sands, stone, tiles, timber, terra
cotta and all other building requisites, estate house or land agents.

(9) To alter, construct, equip, operate, and own buildings and erections, mills, offices,
vehicles and any other property of all and every description and type and for all
purposes.

(10) To carry on business as exporters, importers, cultivators, winners sawmillers, and

manufacturers of and dealers and traders in every description of timber, wood and
cane, raw, manufactured or partly manufactured goods and articles of any description
made entirely or partly of wood, timber or cane or any combination thereof, products
and by-products of any descriptions obtained from wood, timber, cane or other forest
or plant matter or thing of any whatsoever description, or resulting from the handling,
manufacture, or processing of wood, timber, cane or other forest produce, plant matter
or thing including coal, charcoal, paper plastics and other synthetic materials.

(11) To carry on the business of manufacturers of and dealers in paper of all kinds, and
articles made from paper or pulp, and materials used in the manufacture or treatment of
paper, including card-boards, railway and other tickets, mill boards, and wall and
ceiling papers and to carry on the business of stationers, lithographers and publishers.

(12) To carry on any whatsoever form of business, trade or undertaking whether as

principals, agents, sub-agents or consignee, and to deal in any form of produce, matter
or thing.

(13) To manage, operate and maintain fuel, oil and petrol pumps, stations and retail and
wholesale agencies, and garages, service stations, workshops and repair shops.

(14) To obtain, procure, purchase, take on lease or sublease, exchange or otherwise acquire
in any part of the world any concessions, grants, claims, licenses, leases, options, rights
or privileges, for any mining objects or purposes or any mines, mining rights or
concessions or any metalliferous lands, gravels or rivers, or any lands of whatsoever
tenure or title containing or supposed to contain tin, precious stones, gold, silver, land,
wolfram, copper, iron, oil, coal, or other valuable products and to explore, work,
exercise, develop or otherwise turn to account, deal with or dispose of any such
concessions, grants, claims, licenses, leases, mines, lands, options, right or privileges
and produce thereof.

(15) To search for, win, get, work, raise, smelt, calcine, refine, dress, amalgamate, quarry,
reduce, wash, crush and prepare for market, manipulate and make merchantable, buy,
sell and deal in tin, iron and other metals, minerals and other mineral substances,
precious stones and any other produce of any mines or properties, vegetable and other

3
Company No. 425190-X

produce and material and substances of all kinds, and generally to carry on any
metallurgical operations which may seem conducive to any of the Company’s objects.

(16) To construct, maintain, improve, develop, work, control, operate, and manage any
waterworks, garages, and petrol, oil, fuel and service stations, gasworks, reservoirs,
roads, tramways electric power, heat and light supply works, telephone works, motels,
guest house, rest houses, clubs, restaurants, baths, places of worship, places of
amusement, pleasure grounds, parks, gardens, reading rooms, stores, shops, dairies,
and other works and conveniences which the Company may think directly or indirectly
conducive to these objects, and to contribute or otherwise assist or take part in the
construction, maintenance, development, working, control and management thereof.

(17) To carry on business as tourist and travel agents and contractors, and to facilitate
tourism and travelling, and to provide for tourists, travellers, holiday-makers and
vacationers, and to promote the provision of all whatsoever amenities, conveniences
and facilities including passages, tickets, through tickets, circular tickets, sleeping cars
and berths, reserved places, and carriage and transport of all kind, including the hire of
any form or system of transport.

(18) To provide hotel and lodging facilities and all other kinds of accommodation, guides,
safe deposits, inquiry bureaus, libraries, baggage transport and otherwise generally to
provide all whatsoever amenities requirements and services convenient, expedient and
necessary for persons touring, travelling, holding, develop, promote, operate, manage,
work and control holiday resorts and camps, vacation centres and to arrange, organise
and manage, cruises journeys, tours, travels, trips, voyages and expeditions of all kinds,
and to promote, organise and manage amusements, carnivals, cinemas, circuses,
entertainments, exhibitions, expositions, fairs, festivals, playground, theatres, shows,
plays, game competitions, contests, races, sports and recreation of all kinds and to
provide and manage all whatsoever arenas, courses, courts, fields, gymnasiums halls,
pitches, pools, rings, rinks, stadium, tracks, and places thereof.

(19) To carry on business as dealers and general merchants, exporters, and importers,
general agents, and brokers, and to buy, sell manipulate and deal (both wholesale and
retail) in commodities of all kinds which can conveniently be dealt with by the
Company in connection with any of its objects and to buy, hire, manufacture, sell, deal
and trade in all kinds of merchandise, produce, goods, stores, and to transact any or
every description of agency, commission, commercial development, manufacturing,
mercantile and financial business.

(20) To carry on the business of planter, farmers, and cultivators of and dealers in rubber,
oil palm, coconut, gutta percha, jelutong, latex, bearing plants, rice, wheat, oats, cereals
and grains of all kinds, sugar, tea, bananas, coffee, cocoa, spices, pepper, cinchona,
cinnamon tobacco, gambier, oil palms, cotton, flax, fruit trees, potatoes, root crops,
mulberry and other trees for the production of silk, and all kinds of trees and plants.

(21) To carry on business as farmers, dairy and poultry farmers and merchants, gaziers,
cultivators, storekeepers, printers, newspapers proprietors, cattle breeders, stockmen,
provision preservers, exporters and importers, brokers and to transact any and every
description of agency, commission, commercial manufacturing, mercantile and
financial business.

(22) To manufacture, buy, sell, exchange and in any other whatsoever manner deal with,
utilise or turn to account any matter, substance or thing including (but without
prejudice to the generality of the foregoing) bone, copra, fertiliser, guano, manure, and
all agricultural and farm produce.

(23) To purchase, take on lease, hire or otherwise acquire, build, construct, erect, equip,
maintain, repair, adapt, pull down, demolish, reconstruct, make and manufacture
factories, buildings, offices, mills, machinery engines, plant, tools, implements, carts,
vehicles, rolling stock, live and dead stocks, stores, appliances, effects and other works,
things and property of any kind.

4
Company No. 425190-X

(24) To purchase, hire, sell, deal in, construct, equip, maintain, improve, repair, and use
motor-cars, motor-lorries, motor-cycles, steam cars, steam wagons, tractors, air-ships,
bicycles, carts, carriages, ropeways, cableways, high lead lines, cranes, and all other
forms of craft, machine of vehicle, animals or material, either terrestrially, sub-
terraneously, or aerially and all tools and parts thereof and all other things proper to be
used in connection therewith.

(25) To carry on all or any of the business of barge owners, lightermen, stevedores,
forwarding agents, and any other form of transport business, ice merchants,
refrigerating-storekeeper, warehousemen, wharfingers and general traders .

(26) To carry on the business of chemists, druggists, drysalters, oil and colourmen and
importers, exporters and manufacturers of and dealers in all pharmaceutical, medicinal,
chemical, industrial, and other preparations, articles and compounds, cements, oils,
paints, pigments, and varnishes, drug, dye-ware paint and colour grinders, makers of
and dealers in proprietory articles of all kinds and of electrical, chemical,
photographical, surgical and scientific apparatus and materials and to buy, sell,
manufacture, refine, manipulate, and deal in all substances, apparatus, and things
capable of being used in any such business as aforesaid or in any way in connection
therewith.

(27) To apply for purchase or otherwise acquire, use, assign, sell and generally deal in
patents, patent-rights, trade-marks, designs, or other exclusive or non-exclusive or
limited rights or privileges and to use, develop, grant licenses, and otherwise tum to
account the same or any interests thereunder and at pleasure to dispose of the same in
any way.

(28) To purchase, hire or otherwise acquire any photographic and other apparatus in
connection with cinematograph shows, amusement parks, exhibition and all kinds of
entertainment business.

(29) To aid, finance, subsidise or assist any company, corporation, association, firm or
individual with capital, credit, means and resources of engaging in or carrying on any
business or transaction which this company is authorised to carry on or be engaged in
or any business or transaction capable of being conducted so as directly or indirectly to
benefit this company and in particular for the import, export, purchase, sales, lease,
letting, dealing in, hiring and letting on hire, under hire-purchase agreements or
otherwise of any motor cars or vehicles or any of other articles, goods, wares,
merchandises, or things and for the acquisition of taking on leases or hiring of land,
buildings, offices, or premises or the prosecution of any works, undertakings, projects
or enterprises connected with any of the said businesses or capable of being taken or
carried on so as directly or indirectly to benefit this Company.

(30) To invest the capital of the Company and make advances on all description of motor
vehicles and other goods, wares and merchandise whether on mortgage or bill of sale
or assignment and whether subject to hire-purchase agreements or otherwise and to
seize, retake, sell, dispose of or repurchase the same and generally to finance the
carrying on of the hire-purchase business in all its branches.

(31) To transact business as financiers, promoters and financial and monetary agents in any
part of the world and for such purposes to establish agencies, and to appoint financial
and managing agents and attorneys and to produce the Company to be registered or
recognised.

(32) To receive money on deposit or to borrow or raise money with or without security, or
to secure ille payment or repayment of money or the satisfaction, observance or
performance of any obligation or liability undertaken or incurred by the Company in
such manner as the Company thinks fit and in particular by mortgage or charge upon
the undertaking or any part of the undertaking of the Company or upon all or any assets
of the Company or by the creation and issue· of debentures or debenture stock
(perpetual or terminable) charged as aforesaid or constituting or supported by a

5
Company No. 425190-X

floating charge upon present and future property including uncalled and called unpaid
capital.

(33) To lend and advance money or give credit to such person or companies and on such
terms as may seem expedient, and in particular to customers, companies, corporation,
firms and others having dealings with the Company, and to give guarantees or become
surety and give security for any such persons or companies.

(34) Subject to the provisions of any laws in force to buy and sell foreign currency and
exchange and to accept money for remittance to all countries and accept deposit of
money on loan at interest or without interest.

(35) To carry on business as capitalists, financiers’ concessionaries, miners and merchants

and to guarantee or become liable for the payment of money or for the performance of
any obligation and to undertake and carry on and execute all kinds of financial, mining,
commercial, trading and other operations and to carry on any other business which may
seem to be capable of being carried on in connection with any of these objects or be
calculated directly or indirectly to enhance the value of or facilitate the realisation of or
render profitable any of the Company’s property or rights.

(36) To advance, deposit, or lend money and property, to or with such persons and on such
terms as may seem expedient and to discount, buy, sell bills, notes, warrants, coupons
and other negotiable or transferable documents.

(37) To transact and carry on all kinds of agency business and in particular to collect rents
and debts and to negotiate loans to issue shares, stocks, debenture stocks.

(38) To administer trust estate, and the estates of deceased, bankrupt or insolvent persons or
the property of companies in liquidation or any other estates liquidation and to
undertake the office of trustee, executor, administrator, assignee, inspector, custodian,
guardian, treasurer, or any similar office, and to perform and discharge the duties of
any such office for commission, or other remuneration, or otherwise.

(39) To appoint any persons (whether incorporated or not) to accept and hold in trust for the
company any property belonging to the company, or in which it is interested and for
any other purposes and to execute and do all such deeds and things as may be requisite
in relation to any such trustee or trustees.

(40) To promote or assist in the promotion of any company for the purpose of acquiring the
undertaking of all or any of the property and undertaking or any of the liabilities of this
Company, or of undertaking any business or operations which may seem directly or
indirectly likely to assist or benefit this Company, or to enhance the value of any
property or business of this Company, or for any other purpose which may seem
directly or indirectly calculated to benefit this Company, and to place or guarantee the
placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares
debentures or debenture stock or securities of any such company and to subsidise or
otherwise assist any such company.

(41) To purchase or otherwise acquire and undertake the whole or any part of the business,
goodwill, assets and liabilities of any person, firm, or company carrying oil or
proposing to carry on any business which the Company is authorised to carry on or
engage in or possessed or property suitable for the purpose of or that may be conducive
to the interest of this Company and in particular so that the consideration may be
wholly or partly satisfied by the allotment of shares, debentures, debenture stock or
securities of the Company.

(42) To amalgamate, enter into partnership or any arrangement for sharing profits, union of
interests, co-operation, joint venture, reciprocal concession, mutual assistance or
otherwise with any person, firm or company, carrying on or engaged in or about to
carry on or engage in any business or transaction which this Company is authorised to
carry on or be engaged in or any business or transaction capable of being conducted so

6
Company No. 425190-X

as directly or indirectly to benefit this Company and to acquire in any manner

whatsoever shares and securities of any such company.

(43) To subscribe for, take, underwrite, purchase, or otherwise acquire and hold shares,
debentures, debenture stock or other interest in or securities of any other company
having objects altogether or in part similar to those of this Company, or carrying on
any business capable of being conducted so as directly or indirectly to benefit this
Company.

(44) To purchase, acquire, hold, sell shares, stocks, debentures, debenture stocks, bonds,
obligations, and securities issued or guaranteed by any company constituted or carrying
on business in any part of the world, and debentures, debenture stocks, bonds,
obligations and securities issued or guaranteed by any government, sovereign ruler,
commissioners, public body of authority supreme, municipal, local or otherwise,
whether at home or abroad.

(45) To invest with the moneys of the Company not immediately required upon such
securities and in such manner as may from time to time be determined.

(46) To sell, improve, manage, develop, lease, mortgage, dispose of, exchange, turn to
account or otherwise deal with all or any part of the property and rights of the
Company.

(47) To sell or dispose of all or any of the undertaking and assets of the Company for such
consideration as the Company may think fit, and in particular for shares, debentures,
debenture stock or securities of any company having objects altogether or in part
similar to those of this Company.

(48) To distribute any property of the Company whether upon a division of profits or a
distribution of assets, among the members in specie or otherwise.

(49) To enter into any arrangement with any governments or authorities, municipal, local or
otherwise, that may seem conducive to the Company’s objects, or any of them, and to
obtain from any such governments or authority any rights, privileges and concessions
which the Company may think it desirable to obtain, and to carry out, exercise and
comply with any such arrangements, rights privileges and concessions.

(50) To carry on any other business whether similar to the foregoing or not which may seem
to the Company capable of being conveniently carried on in connection with any of the
objects of the Company or calculated directly or indirectly to enhance the value of or
render profitable any of the Company’s property or rights.

(51) To draw, make, accept, endorse, discount, execute, and issue promissory note, bills of
exchange, bills of lading, warrants, debentures, and other negotiable or transferable
instruments.

(52) To guarantee, grant indemnities in respect of, support or secure, whether by personal
covenant or by mortgaging or charging all or any part of the undertaking, property and
assets (present or future) and uncalled capital of the Company, or by both such
methods, the performance of the contracts or obligations and the repayment or payment
of the principal and premium of and interests and dividends on any securities or
obligations of any person or persons or any company, whether or not having objects or
engaged or intending to engage in business similar to those of the Company, including
(without limitations) any company which is for the time being associated or allied with
the Company in business or which is the holding company or a subsidiary of the
Company (as defined in Section 5 of the Companies Act, 1965) or an associated
company.

(53) To remunerate any person or company for services rendered or to be rendered in

placing or assisting to place or guaranteeing the placing of any of the shares in or
debentures, debenture stock or other securities of the Company or in or about the

7
Company No. 425190-X

promotion formation, or business of the Company, or of any other company promoted

wholly or in part by this Company.

(54) To establish or aid in the establishment to contribute to and to support or guarantee

funds, trusts, insurance or pension schemes and to make payment of gratuities and to
make or enter into any other whatsoever arrangement calculated or likely to benefit any
person or persons who are or have any time been employed by the Company or its
predecessors in business and the dependants or relatives of such person or persons.

(55) To establish and/or support or to aid in the establishment and/or support of and to make
donations or subscription to or to subsidise any whatsoever association, fund,
institution, place of worship, school, society or any other body.

(56) To make contributions and donations and in any other manner to give aid assistance
and help to any person, firm, company, association, society or other body or party for
any whatsoever object or purpose.

And it is hereby declared that the word “company” in this clause except where used in reference
to this Company, shall be deemed to include any partnership or other body of persons whether
incorporated or unincorporated, and whether domiciled in Malaysia or elsewhere, and further
that the objects specified in each paragraph of this clause shall be regarded as independent
objects and accordingly shall, except where otherwise expressed in any paragraph, be in no wise
limited or restricted by reference to, or inference from the terms of any other paragraph or the
name of the Company but may be carried out in as full and ample a manner and construed just as
wide a sense as if the said paragraph defined the objects of a separate distinct and independent
company.

4. The liability of the members is limited.

5. The capital of the Company is Ringgit Malaysia One Billion (RM1,000,000,000/=) only divided
into 1,000,000,000 ordinary shares of RM1.00 each. The shares in the original or any increased
capital may be divided into several classes and there may be attached thereto respectively any
preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends,
capital, voting or otherwise.

6. Subject always to the respective rights, terms and conditions mentioned in Clause 5 hereof the
Company shall have power to increase or reduce the capital, to consolidate or sub-divide the
shares into shares of larger or smaller amounts and to issue all or any part of the original or any
additional capital as fully paid or partly paid shares, and with any special or preferential rights or
privileges, or subject to any special terms or conditions and either with or without any special
designation, and also from time to time to alter, modify, commute, abrogate or deal with any
such rights, privileges, terms, conditions or designations in accordance with the regulations for
the time being of the Company.

8
Company No. 425190-X

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in
pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.

Number of Shares taken

Names, Addresses & Description of Subscribers
by each Subscriber

HO MENG
NRIC NO: 591023-10-5727 or 5776912 (B)
The Forum
45-5-14
Jalan Inai
One (1)
55100 Kuala Lumpur General Manager – Finance

AHMAD SUHAIMI BIN HAMZAH

NRIC NO: 681103-08-6131 or A1153034 (B)
No 5 Jalan 3
Ampang Jaya
68000 Ampang Accounts Officer One (1)

Total number of shares taken Two (2)

Dated this 26th day of March, 1997

Witness to the above signatures:-

SU SWEE HONG
(MAICSA NO: 0776729)
[NRIC NO: 580809-08-5824 or 5576739 (B)]
Level 17 Menara Shahzan Insas
30 Jalan Sultan Ismail
50250 Kuala Lumpur

9
Company No. 425190-X

THE COMPANIES ACT 1965

_______________________________

COMPANY LIMITED BY SHARES

_______________________________

ARTICLES OF ASSOCIATION

OF

DIGI.COM BERHAD
_______________________________

THE COMPANIES ACT 2016

1. The Third Schedule of the Companies Act 2016 shall not apply to the Company, except so far (Amended by
Special
as the same are repeated or contained in these Articles.
Resolution on 9
May 2017)
INTERPRETATION

2. In these Articles the words standing in the first column of the table next hereinafter contained Interpretation
clause
shall bear the meanings set opposite to them respectively in the second column thereof, if not
inconsistent with the subject or context –

WORDS MEANINGS

The Act The Companies Act 2016 or any statutory modification, amendment or re- (Amended by
enactment thereof. Special
Resolution on 9
May 2017)
These Articles These Articles of Association as originally framed or as altered from time
to time by special resolution.

The Company Digi.Com Berhad.

The Directors The Directors for the time being of the Company.

The Office The registered office for the time being of the Company.

The Secretary Any person or persons appointed to perform the duties of secretary of the
Company and shall include any person or persons entitled to perform the
duties of secretary temporarily.

The Register The register of members to be kept pursuant to the Act.

The Seal The Common Seal of the Company or in appropriate case the official seal
or duplicate Common Seal.

The Stock Bursa Malaysia Securities Berhad or such other names by which it may be
Exchange known from time to time.

Market day Any day between Mondays and Fridays which is not a market holiday of (Amended by
Special
the Stock Exchange or public holiday.
Resolution on 9
May 2017)

Month Calendar month.

Year Calendar year.

10
Company No. 425190-X

Central Securities Industry (Central Depositories) Act, 1991 as amended from time
Depositories to time and includes any re-enactment thereof.
Act

Depository Bursa Malaysia Depository Sdn Bhd or such other names by which it may
be known from time to time.

Depositor A holder of a Securities Account.

Deposited Shall have the meaning given in Section 2 of the Securities Industry
Security (Central Depositories) Act 1991.

Exempt An authorised nominee defined under the Central Depositories Act which
Authorised is exempted from compliance with the provisions of subsection 25A(l) of
Nominee Central Depositories Act.

Members Any person for the time being holding one or more shares in the Company (Amended by
Special
and whose names appear in the Register of Members (except Bursa
Resolution on 9
Malaysia Depository Sdn Bhd), including Depositors whose names appear May 2017)
on the Record of Depositors.

Record of A record provided by the Depository to the Company under chapter 24.0
Depositors of the Rules.

Rules The Rules of the Depository for the time being in force and as amended
from time to time.

Share Issuance Means a scheme involving a new issuance of shares to the employees.
Scheme

Securities An account established by the Depository for a Depositor for the recording
Account of deposit or withdrawal of securities and for dealing in such securities by
the Depositor.

Authorised A person who is authorised to act as specified under the Rules.

Nominee

Listing The Main Market Listing Requirements of Stock Exchange including any (Amended by
Special
Requirements amendments to the Listing Requirements that may be made from time to
Resolution on 9
time. May 2017)

Major Major shareholder as defined in the Listing Requirements or any (Amended by

Special
Shareholder modification, amendment or re-enactment thereof for the time being in
Resolution on 9
force. May 2017)

Chief Executive The principal executive officer of the Company for the time being, by (Amended by
Special
whatever name called, and whether or not he is a Director.
Resolution on 9
May 2017)

Share Issued share capital of a corporation and includes stock except where a (Amended by
Special
distinction between stock and share is expressed or implied.
Resolution on 9
May 2017)

indemnify Includes relieve or excuse from liability, whether before or after the (Amended by
Special
liability arises, and “indemnity” has a corresponding meaning.
Resolution on 9
May 2017)

electronic Any address or number used for the purpose of sending or receiving (Amended by
Special
address documents or information by electronic means. Resolution on 9
May 2017)

11
Company No. 425190-X

electronic A document or information is sent or supplied by electronic (Amended by

Special
communication communication if it is sent initially, and received at its destination by Resolution on 9
means of electronic equipment for the processing (which expression May 2017)
includes digital compression) or storage of data, and entirely transmitted,
conveyed and received by wire, by radio, by optical means or by other
electromagnetic means.

electronic form Document or information sent or supplied in electronic form are those sent (Amended by
Special
by “electronic communication” or by any other means while in an Resolution on 9
electronic form whereby a recipient of such document or information May 2017)
would be able to retain a copy.

effect insurance Includes pay, whether directly or indirectly, the costs of the insurance. (Amended by
Special
Resolution on 9
May 2017)

Writing shall include printing and lithography and any other mode or modes of representing or (Amended by
Special
reproducing words, symbols or other information which may be displayed in a visible form, Resolution on 9
whether in a physical document or in an electronic communication or form or otherwise May 2017)
howsoever;

Words importing the singular number only shall include the plural number, and vice versa;

Words importing the masculine gender only shall include the feminine gender; and

Words importing persons shall include corporations.

Subject as aforesaid, words or expressions contained in these Articles shall be interpreted in (Amended by
Special
accordance with the provisions of the Interpretation Acts, 1948 and 1967 of Malaysia, as Resolution on 9
amended from time to time and any re-enactment thereof. May 2017)

SHARES

3. The share in the original or any increased capital may be divided into several classes, and (Amended by
Special
there may be attached thereto respectively any preferential rights to distribution of capital or
Resolution on 9
income deferred or other special rights, privileges, conditions and restrictions as to dividends, May 2017)
capital, voting or otherwise.

4. Subject always to the provisions of the Act and Article 49 hereof, the shares of the Company Allotment of
Shares
shall be under the control of the Directors who may allot or otherwise dispose of the same to
(Amended by
such persons and on such terms and conditions with such preferred deferred or other special, Special
limited or conditional voting rights or such restrictions whether in regard to dividend voting or Resolution on 9
return of share capital and at such time or times as the Directors may think fit PROVIDED May 2017)
HOWEVER that shares shall not be issued to transfer a controlling interest in the Company
without the prior approval of shareholders in general meeting.

5. Article 4 shall be subject to the following restrictions, that is to say:-

(a) No Director shall participate in a Share Issuance Scheme unless the shareholders in
general meeting have approved of the specific allotment to be made to such Director.

(b) In the case of shares other than ordinary shares, no special rights shall be attached until
the same have been expressed in these Articles and in the resolution creating the same.

6. The Company shall have power to issue preference shares carrying a right to redemption out Preferences
shares
of profits or liable to be redeemed at the option of the Company or to issue preference capital
(Amended by
ranking equally with or in priority to preference shares already issued and the Directors may, Special
subject to the provisions of the Act, redeem such shares on such terms and in such manner as Resolution on 9
they may think fit. May 2017)

12
Company No. 425190-X

7. Preference shareholders shall have the same rights as ordinary shareholders as regards Rights of
preference
receiving notices, reports and audited financial statements and attending general meetings of
shareholder
the Company. Preference shareholders shall also have the right to vote at any meeting (Amended by
convened for the purpose of reducing the capital or winding up or during the winding up of Special
the Company or disposing of the whole of the Company’s property, business and undertaking Resolution on 9
May 2017)
or where the proposition to be submitted to the meeting directly affects their rights and
privileges, or when the dividend on the preference shares is in arrears for more than six (6)
months.

8. The Company (or the Directors on behalf of the Company) may pay to any person a Commission
on subscription
commission in consideration of his subscribing or agreeing to subscribe, whether absolutely or
of shares
conditionally, or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the Company; Provided that such commission shall not exceed
ten per cent of the price at which such shares are issued, or an amount equivalent to such
percentage; and the requirements of the Act shall be observed. Any such commission may be
satisfied in fully paid shares of the Company, in which case the provisions of the Act shall be
duly complied with.

9. Where any shares are issued for the purpose of raising money to defray the expenses of the Interest on share
capital during
construction of any works or buildings or the provision of any plant which cannot be made
construction
profitable for a lengthened period, the Company may pay interest on so much of such share (Amended by
capital as is for the time being paid up for the period and subject to the conditions and Special
restrictions mentioned in the Act, and may charge the same to capital as part of the cost of Resolution on 9
May 2017)
construction of any works or buildings or the provision of any plant.

10. If two or more persons are registered as joint holders of any share, any one of such persons Receipts of joint
holders of
may give effectual receipts for any dividends or other moneys payable in respect of such
shares
share.

11. No person shall be recognised by the Company as holding any share upon any trust, and the No trust
recognised
Company shall not be bound by or required to recognise any equitable, contingent, future or
partial interest in any share or any right whatsoever in respect of any share other than an
absolute right to the entirety thereof in the registered holder, except as by these Articles
otherwise expressly provided or as by Act required or pursuant to any Order of Court or the
Central Depositories Act and the Rules.

12. Subject to the provisions of the Act, the Central Depositories Act and the Rules, the Company Entitlements to
share
shall allot and/or issue shares, despatch notices of allotment to the successful allottees and
certificates
make an application for the quotation of such shares within such period as may be prescribed
or allowed by the Stock Exchange. The registrar of the Company shall only issue jumbo
certificates in respect of shares in favour of Bursa Malaysia Depository Nominees Sdn Bhd as
he may be directed by the Securities Commission pending the crediting of shares into the
Securities Account of the person entitled to such shares or as may be prescribed by the Central
Depositories Act and the Rules provided always that every certificate issued shall be under the
share seal of the Company.

13. The certificate of title to shares or debentures in the capital of the Company shall be issued Share
certificates
under the Share Seal in such form as the Directors shall from time to time prescribe and shall
bear the autographic or facsimile signature of at least one Director and a second Director or
the Secretary or some other person appointed by the Directors, and shall specify the number
and class of shares to which it relates and the amounts paid thereon.

14. Subject to the provisions of the Act, the Central Depositories Act and the Rules, if any share New certificates
may be issued
certificate shall be defaced, worn out, destroyed, lost or stolen, it may be renewed on such
evidence being produced and a letter of indemnity (if required) being given by the
shareholder, transferee, persons entitled, purchaser, member-firm or member-company of the
stock exchange on which the Company’s shares are listed or on behalf of its/their client(s) as
the Directors of the Company shall require, and (in case of defacement or wearing out) on
delivery of the old certificate, and in any case on payment of such sum not exceeding Ringgit
Malaysia Three per certificate plus any stamp duties levied by the Government concerned as

13
Company No. 425190-X

the Directors may from time to time require. In the case of destruction, loss or theft, a
shareholder or person to whom such renewed certificate is given shall also bear such loss and
pay to the Company all expenses incidental to the investigations by the Company of the
evidence of such destruction or loss.

LIEN

15. The Company shall have a first and paramount lien upon all the shares (not being fully paid Lien on shares
not fully paid
shares) registered in the name of each member (whether solely or jointly with another) and
up
upon all dividends from time to time declared in respect thereof and upon the proceeds of sale
of such shares for all debts and liabilities paid discharged or incurred or to be incurred by the
Company in respect of his share or on his account solely or jointly with any other person
under or by virtue of any statute or legislative enactment in respect of such shares and also for
or in respect of unpaid calls whether the period for the payment fulfilment or discharge thereof
shall have actually arrived or not and no equitable interest in any share shall be created except
upon the footing and condition that Article 11 hereof is to have full effect. Such lien for or in
respect of unpaid calls shall extend only to the specific shares on which such calls are for the
time being unpaid and to all dividends from time to time declared in respect of such shares.
Any money paid by the Company as aforesaid shall carry interest at current bank rates from
the time of payment until repayment and such moneys and interest may notwithstanding such
lien be recovered by action from such member or his legal representative as a debt due by
such member or his deceased estate to the Company. Unless otherwise agreed the registration
of a transfer of shares shall operate as a waiver of the Company's lien (if any) on such shares.

16. The Directors may sell the shares subject to any such lien at such time or times and in such Lien may be
enforced by sale
manner as they think fit, but no sale shall be made until such times as the moneys in respect of
of shares
which such lien exists or some part thereof are or is presently payable or the liability or
engagement in respect of which such lien exists is liable to be presently fulfilled or
discharged, and until a demand and notice in writing stating the amount due or specifying the
liability or engagement and demanding payment or fulfilment or discharge thereof and giving
notice of intention to sell in default shall have been served on such member or the persons (if
any) entitled by transmission to the shares, and default in payment, fulfilment or discharge
shall have been made by him or them for seven days after such notice.

17. The net proceeds of any such sale shall be applied in or towards satisfaction of the amount due
to the Company, or of the liability or engagement, as the case may be, and the balance (if any)
shall be paid to the member or the person (if any) entitled by transmission to the shares so
sold.

18. Upon any such sale as aforesaid, the Directors may authorise some person to transfer the Directors may
transfer and
shares sold to the purchaser and may enter the purchaser’s name in the register as holder of the
enter
shares, and the Directors shall not be bound to see to the application of the purchase money, purchaser’s
nor shall the purchaser’s title to the shares be affected by any irregularity or invalidity in the name in share
proceedings in reference to the sale. register
(Amended by
Special
Resolution on 9
May 2017)

19. No member shall be entitled to receive any dividend or exercise any privilege as a member in Members not
entitled to
respect of any share upon which any calls for the time being due and payable shall be unpaid.
privileges of
membership
until all calls
paid

CALLS ON SHARES

20. The Directors may, subject to the Act and provisions of the Listing Requirements, from time Directors may
make calls
to time make such calls upon the members in respect of all moneys unpaid on their shares as
(Amended by
they think fit, provided that no call shall exceed one-fourth of the issued price of the share or Special
be payable at less than thirty (30) days from the date fixed for the payment of the last Resolution on 9

14
Company No. 425190-X

preceding call, and fourteen days’ notice at least is given of each call and each member shall May 2017)
be liable to pay the amount of every call so made upon him to the persons, by the instalments
(if any) and at the times and places appointed by the Directors.

21. A call shall be deemed to have been made at the time when the resolution of the Directors When call
deemed made
authorising such call was passed.

22. If before or on the day appointed for payment thereof a call or instalment payable in respect of Interest on
unpaid call
a share is not paid, the person from whom the same is due shall pay interest on the amount of
(Amended by
the call or instalment at such rate not exceeding 8 per centum per annum as the Directors shall Special
fix from the day appointed for payment thereof to the time of actual payment, but the Resolution on 9
Directors may waive payment of such interest wholly or in part. May 2017)

23. Any sum which, by the terms of allotment of a share is made payable upon allotment or at any Sums payable
on allotment
fixed date, shall, for all purposes of these Articles, be deemed to be a call duly made and
deemed a call
payable on the date fixed for payment, and in case of non-payment, the provisions of these (Amended by
Articles as to payment of interest and expenses, forfeiture and the like, and all other the Special
relevant provisions of these Articles, shall apply as if such sum were a call duly made and Resolution on 9
May 2017)
notified as hereby provided.

24. The Directors may from time to time, make arrangements on the issue of shares for a Difference in
calls
difference between the holders of such shares in the amount of calls to be paid and in the time
of payment of such calls.

25. The Directors may, if they think fit, receive from any member willing to advance the same all Call may be
paid in advance
or any part of the moneys due upon his shares beyond the sums actually called up thereon, and
upon the moneys so paid in advance, or so much thereof as exceeds the amount for the time
being called up on the shares in respect of which such advance has been made, the Directors
may pay or allow such interest as may be agreed between them and such member. Capital paid
on shares in advance of calls shall not whilst carrying interest confer a right to participate in
profits.

TRANSFER OF SHARES

26. The transfer of any listed security or class of listed security of the Company, shall be by way Transfer in
writing and to
of book entry by the Depository in accordance with the Rules and, notwithstanding sections
be left at Office
105, 106 and 110 of the Act, but subject to subsection 148(2) of the Act and any exemption (Amended by
that may be made from compliance with subsection 148(1) of the Act, the Company shall be Special
precluded from registering and effecting any transfer of the listed securities. Resolution on 9
May 2017)
27. Subject to the provisions of the Central Depositories Act and the Rules:-

(1) The instrument of transfer of a share shall be signed both by the transferor and the Both parties
transferee and the transferor shall be deemed to remain the holder of the share until the must sign
transfer
name of the transferee is entered in the Register and/or the Record of Depositors, as the
case may, in respect thereof.

(2) No share shall in any circumstances be transferred to any infant, bankrupt or person of Person to whom
unsound mind. An instrument of transfer must be in respect of only whom share one share not
transferable
class of shares.

28. Subject to the provisions of the Central Depositories Act and the Rules, the Company shall Register of
Transfers
provide a book to be called “Register of Transfers” which shall be kept by the Secretary or
to be provided
such other person authorised by the Directors under the control of the Directors, and in which (Amended by
shall be entered the particulars of every transfer or transmission of every share. Special
Resolution on 9
May 2017)

29. Subject to the Act, provisions of the Central Depositories Act and the Rules, the Directors Directors may
refuse
may, in their discretion and without assigning any reason therefor, refuse to register the
registration of
transfer of any share, not being a fully paid share, and whether or not the Company claims lien transfer

15
Company No. 425190-X

on the same. (Amended by

Special
Resolution on 9
May 2017)

30. All instruments of transfer which shall be registered shall be retained by the Company. Any Transfers to be
retained
instrument of transfer which the Directors may decline to register shall be returned to the
person who tendered the same for registration, unless the Directors suspect fraud.

31. Such fee, not exceeding RM3/= or such sum as shall from time to time be fixed by the Stock Fees
Exchange for each transfer, as the Directors may from time to time determine, may be charged
for registration of a transfer.

32. The registration of transfers may be suspended at such time and for such period as the Register of
Transfers may
Directors may from time to time determine, provided always that such registration shall not be
be closed
suspended for more than thirty (30) days in any year. At least ten (10) market days’ notice of
such closure shall be given to the Stock Exchange stating the period and the purpose or
purposes of such closure. The Company shall give notice to the Depository in accordance with
the Rules to enable the Depository to prepare the appropriate Record of Depositors.

33. (a) There shall be no restriction on the transfer of fully paid securities of the Company No restriction
on transfer of
except where required by law.
fully paid
securities

(b) Neither the Company nor its Directors nor any of its officers shall incur any liability for Non-liability for
the Company’s
registering or acting upon a transfer of shares apparently made by sufficient parties,
Directors and
although the same may, by reason of any fraud or other cause not known to the officers in
Company or its Directors or other officers be legally in­operative or insufficient to pass respect of
the property in the shares proposed or professed to be transferred, and although the transfer
transfer may, as between the transferor and transferee, be liable to be set aside, and
notwithstanding that the Company may have notice that such instrument or transfer was
signed or executed and delivered by the transferor in blank as to the name of the
transferee of the particulars of the shares transferred, or otherwise in defective manner.
And in every such case, the person registered as transferee, his executors, administrators
and assignees alone shall be entitled to be recognised as the holder of such shares and
the previous holder shall, so far as the Company is concerned, be deemed to have
transferred his whole title thereto.

33A. Subject as hereinbefore provided, the Company shall be entitled to destroy:- Destruction of
records
(a) at any time after the expiration of 6 years from the date of registration thereof or on
which an entry in respect thereof shall have been made (as the case may be), all
instruments of transfer of shares or other forms of security of the Company which shall
have been registered and all letters of request, renounced allotment letters, renounceable
share certificates, forms of acceptance and transfer and applications for allotment in
respect of which an entry in the Register shall have been made and all records on
microfilm or on any other system of data recording and storage.

(b) at any time after the expiration of one year from the date of cancellation thereof, all
registered certificates for shares or representing any other form of security of the
Company (being certificates for shares or other securities in the name of a transferor and
in respect whereof the Company has registered a transfer) and all mandates and other
written directions as to the payment of dividends or interest (being mandates or
directions which have been cancelled); and

(c) At any time after the expiration of one year from the date of the recording thereof, all
notifications of change of name or address.

and it shall conclusively be presumed in favour of the Company that:-

(i) every instrument of transfer so destroyed was a valid and effective instrument duly and

16
Company No. 425190-X

properly registered;

(ii) every certificate for shares or representing any other form of security so destroyed was a
valid certificate duly and properly cancelled; and

(iii) every other document hereinbefore mentioned so destroyed was a valid an effective
document in accordance with the recorded particulars thereof in the books or records of
the Company.

Provided that:

(1) the provisions aforesaid shall apply only to the destruction of documents in good faith
and without notice of any claim (regardless of the parties thereto) to which the document
might be relevant.

(2) nothing herein contained shall be construed as imposing on the Company any liability in
respect of the destruction of any such document earlier than as aforesaid or in any case
where the conditions of provision (1) above are not fulfilled;

(3) references herein to the destruction of any documents include references to the disposal
thereof in any manner; and

(4) any document referred to in Article 33A(b) and (c) may be destroyed at a date earlier
than that authorised by this Article provided that a permanent copy of such document
shall have been made which shall not be destroyed before the expiration of the period
applicable to the destruction of the original of such document and in respect of which
the Directors shall take adequate precautions for guarding against falsification and for
facilitating its production.

34A. In the case of the death of a member, the survivors or survivor, where the deceased was a joint Transmission of
shares
holder, and the executors or administrators of the deceased where he was a sole or only
surviving holder, shall be the only persons recognised by the Company as having any title to
his shares, but nothing herein contained shall release the estate of a deceased joint holder from
any, liability in respect of any share jointly held by him.

34B. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Death or
bankruptcy of
member may, upon producing such evidence of title as the Directors shall require, be
member and
registered himself as holder of the share, or, subject to the provisions as to transfers herein election of
contained, transfer the same to some other person nominated by him registered as transferee person entitled
thereof, but the Directors shall, in either case, have the same right to decline or suspend to be registered
himself
registration as they would have had in the case of a transfer of the share by that member
before his death or bankruptcy. Provided always that where the share is a deposited security,
subject to the Rules, a transfer or withdrawal of the share may be carried out by the person
becoming so entitled. If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the Company a notice in writing signed by him stating that he so elects
provided that where the share is a deposited security and the person becoming entitled elects
to have the share transferred to him, the aforesaid notice must be served by him on the
Depository. If he shall elect to have his nominee registered, he shall testify his election by
executing a transfer of such share to his nominee. All the limitations, restrictions and
provisions of these Articles relating to the right to transfer shares and the registration of
transfer thereof shall be applicable to any such notice or transfer as aforesaid as if the death or
bankruptcy of the member had not occurred and the notice or transfer were a transfer executed
by that member.

35. A person entitled to a share by transmission shall be entitled to receive, and may give a Person entitled
may receive
discharge for any dividend or other moneys payable in respect of the share, but he shall not be
dividends
entitled in respect of it to receive notices of, or to attend or vote at meetings of the Company, without being
or, save as aforesaid, to exercise any of the rights or privileges of a member, unless and until registered as
he shall become a member in respect of the share. member, but
may not vote

17
Company No. 425190-X

35A. Where:-

(a) the securities of the Company are listed on another stock exchange; and

(b) the Company is exempted from compliance with section 14 of the Securities Industry
(Central Depositories) Act 1991 or section 29 of the Securities Industry (Central
Depositories) (Amendment) Act 1998, as the case may be, under the Rules of the
Depository in respect of such securities,

the Company shall, upon request of a securities holder, permit a transmission of securities
held by such securities holder from the register of holders maintained by the registrar of the
Company in the jurisdiction of the other stock exchange, to the register of holders maintained
by the registrar of the Company in Malaysia and vice versa provided that there shall be no
change in the ownership of such securities.

JOINT HOLDERS OF SHARES

36. Where two or more persons are registered as the holders of any share, they shall be deemed to Joint holders
hold the same as joint tenants with benefit or survivorship subject to the following
provisions:-

(a) The Company shall not be bound to register more than three (3) persons as the holders Maximum
of any share except in the case of executors, or trustees or administrator of the estate of a number
deceased shareholder.

(b) The joint holders of a share shall be liable severally as well as jointly in respect of all
calls and other payments which ought to be made in respect of such share. Several and
joint liability

(c) On the death of any one of such joint holders the survivor or survivors shall be the only
person or persons recognised by the Company as having any title to such share but the Survivors of
joint holders
Directors may require such evidence of death as they may deem fit.

(d) Any one of such joint holders may give effectual receipts for any dividend and payment
on account of dividend, bonus, return of capital and other money payable in respect of Receipts
such share.

(e) Only the person whose name stands first in the register as one of the joint holders of any
share shall be entitled to delivery of the certificate relating to such share or to receive
notices from the Company and any notice given to such person shall be deemed notice
to all the joint holders.

Provided that any reference in these Articles to joint holders shall not include joint holders of
a Deposited Security unless such joint ownership is permitted under the Central Depositories
Act or the Rules or the guidelines or directives from time to time issued by the Depository. In
the event that joint ownership of a Deposited Security is permitted under the Central
Depositories Act or Rules, the rights and obligations of such joint owners shall be governed
by the relevant provisions of the Act, Rules and guidelines or directives, as the case may be.

FORFEITURE OF SHARES

37. If any member fails to pay the whole or any part of any call or instalment of call on or before Directors may
require payment
the day appointed for the payment thereof, the Directors may at any time thereafter, during
of call with
such time as the call or instalment or any part thereof remains unpaid, serve a notice on him or interest and
on the person entitled to the share by transmission requiring him to pay such call or expenses
instalments, or such part thereof as remains unpaid, together with interest or compensation at (Amended by
Special
the rate of eight per centum per annum as the Directors shall determine, and any expenses that
Resolution on 9
may have accrued by reason of such non-payment. May 2017)

38. The notice shall name a further day (not earlier than the expiration of seven days from the date Notice requiring
payment to
of the notice) on or before which such call or instalment or such part as aforesaid, and all
contain certain

18
Company No. 425190-X

interest and expenses that have accrued by reason of such non­payment, are to be paid. It shall particulars
also name the place where payment is to be made, and shall state that, in the event of non-
payment at or before the time and at the place appointed, the shares in respect of which such
call was made will be liable to be forfeited.

39. If the requisitions of any such notice as aforesaid are not complied with, any share in respect On non-
compliance
of which such notice has been given may at any time thereafter, before the payment required
with notice
by the notice has been made, be forfeited by a resolution of the Directors to that effect. A shares forfeited
forfeiture of shares shall include all dividends in respect of the shares not actually paid before on resolution of
the forfeiture, notwithstanding that they shall have been declared. Directors

40. When any share has been forfeited in accordance with these Articles, notice of the forfeiture Notice of
forfeiture to be
shall forthwith be given to the holder of the share or to the person entitled to the share by
given and
transmission, as the case may be, and an entry of such notice having been given, and of the entered in
forfeiture with the date thereof, shall forthwith be made in the register of members opposite to register of
the share; but the provisions of this Article are directory only, and no forfeiture shall be in any members
manner invalidated by any omission or neglect to give such notice or to make such entry as
aforesaid.

41. Notwithstanding any such forfeiture as aforesaid, the Directors may, at any time before the Directors may
allow forfeited
forfeited share has been otherwise disposed of, annul the forfeiture, upon the terms of
shares to
payment of all calls and interest due thereon and all expenses incurred in respect of the share be redeemed
and upon such further terms (if any) as they shall see fit.

42. Every share which shall be forfeited shall be deemed to be the property of the Company and Procedure for
shares forfeited
may be sold, re-allotted, or otherwise disposed of, either to the person who was before
forfeiture the holder thereof, or entitled thereto, or to any other person, upon such terms and in
such manner as the Directors shall think fit, and the Directors may, if necessary, authorise
some person to transfer the same to such other person as aforesaid. Subject to any lien for
sums not presently payable, if any, any residue of the proceeds of sale of shares which are
forfeited and sold or disposed of, after satisfaction of unpaid calls or instalments payable at
fixed times and accrued interest and expenses, shall be paid to the person entitled to the shares
immediately before forfeiture thereof or his executors, administrators or assignees or as he
directs.

43. A member whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to Former holders
of forfeited
pay to the Company all calls made and not paid on such shares at the time of forfeiture, and
shares liable for
interest thereon to the date of payment, in the same manner in all respects as if the shares had call made
not been forfeited, and to satisfy all (if any) the claims and demands which the Company before forfeiture
might have enforced in respect of the shares at the time of forfeiture, without any deduction or
allowance for the value of the shares at the time of forfeiture.

44. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in Consequences
of forfeiture
and all claims and demands against the Company in respect of the share, and all other rights
and liabilities incidental to the share as between the member whose share is forfeited and the
Company, except only such of those rights and liabilities as are by these Articles expressly
saved, or as are by the Act given or imposed in the case of past members.

45. A statutory declaration in writing by a Director or Secretary of the Company that a share has Title to forfeited
shares
been duly forfeited in pursuance of these Articles, and stating the date upon which it was
(Amended by
forfeited, shall, as against all persons claiming to be entitled to the share adversely to the Special
forfeiture thereof be conclusive evidence of the facts therein stated, and such declaration, Resolution on 9
together with the receipt of the Company for the consideration (if any) given for the share on May 2017)
the sale or disposition thereof, and a certificate of proprietorship of the share under the Seal
delivered to the person to whom the same is sold or disposed of shall constitute a good title to
the share, and (subject to the execution of any necessary transfer) such person shall be
registered as the holder of the share and shall be discharged from all calls made prior to such
sale or disposition, and the Company shall not be bound to see to the application of the
purchase money (if any), nor shall the purchaser’s title to the share be affected by any act,
omission or irregularity relating to or connected with the proceedings in reference to the

19
Company No. 425190-X

forfeiture, sale, re­allotment or disposal of the share. This Article on forfeiture shall apply in
the case of non-payment of any sum which, by the terms of issue a share, becomes payable at
a fixed time, as if the same had been payable by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK

46. (A) The Company may, from time to time, by ordinary resolution of a general meeting Power to
convert into
convert all or any of its paid-up shares into stock and may from time to time, in like
stock
manner, re-convert any such stock into paid-up shares of any number. (Amended by
Special
Resolution on 9
May 2017)

(B) When any shares have been converted into stock, the several holders of such stock Transfer of
stock
may transfer their respective interests therein, or any part of such interests, in such
manner as the Company in general meeting shall direct, but in default of any such
direction in the same manner and subject to the same regulations as and subject to
which the shares from which the stock arose might previously to conversion have been
transferred, or as near thereto as circumstances will admit. But the Directors may, if
they think fit, from time to time fix the minimum amount of stock transferable, and
restrict or forbid the transfer of fractions of that minimum, provided that such
minimum shall not exceed the nominal amount of the shares from which the stock
arose.

(C) The holders of stock shall be entitled to participate in the dividends and profits of the Stockholders to
have same
Company according to the amount of their respective interests in such stock, and such
privileges and
interests shall, in proportion to the amount thereof, confer on the holders thereof advantages as
respectively the same privileges and advantages for the purpose of voting at meetings shareholders
of the Company and for other purposes as if they held the shares from which the stock
arose, but so that none of such privileges or advantages, except the participation in the
dividends, profits and assets of the Company, shall be conferred by any holding or part
of a holding of stock as would not, if existing in shares, have conferred such privileges
or advantages.

(D) All such provisions of these Articles as are applicable to paid-up shares shall apply to
stock, and in all such provisions the words “share” and “shareholder” shall include
“stock” and “stockholder”.

ALTERATION OF CAPITAL

47. (1) The Company may alter the share capital in any one or more of the following ways by Company may
alter its capital
passing an ordinary resolution:-
in certain ways
(Amended by
(A) To increase the share capital by such sum to be divided into shares of such Special
amount as the resolution shall prescribe, or Resolution on 9
May 2017)
(B) To consolidate and divide its share capital, the proportion between the amount
paid and the amount, if any, unpaid on each subdivided share shall be the same as
it was in the case of the shares from which the subdivided share is derived, or

(C) To convert all or any of its paid-up shares into stock and may reconvert that stock
into paid-up shares, or

(D) To subdivide its share capital or any part thereof, whatever is in the subdivision,
the proportion between the amount paid and the amount, if any, unpaid on each
subdivided share shall be the same as it was in the case of the shares from which
the subdivided share is derived.

20
Company No. 425190-X

(2) The Company may reduce its share capital by—

(a) special resolution and confirmation by the Court in accordance with Section 116
of the Act; or

(b) special resolution supported by a solvency statement in accordance with Section

117 of the Act.

INCREASE OF CAPITAL

48. The Company in general meeting may from time to time, whether all the shares for the time Company may
increase its
being authorised shall have been issued or all the shares for the time being issued shall have
capital
been fully called up or not, increase its share capital by the creation of new shares, such new (Amended by
capital to be of such amount and to be divided into shares of such respective amounts and Special
(subject to any special, limited or conditional voting rights for the time being attached to any Resolution on 9
May 2017)
existing class of shares) to carry such preferential, deferred or other special rights (if any) or
to be subject to such conditions or restrictions (if any), in regard to dividend, return of capital,
voting or otherwise, as the general meeting resolving upon such increase directs.

49. (A) Unless otherwise determined by the Company in general meeting any original shares for Unissued and
new shares to
the time being unissued and not allotted and any new shares from time to time to be
be first offered
created shall, before they are issued, be offered to the members in proportion, as nearly to members
as may be, to the number of shares held by them. Such offer shall be made by notice unless
specifying the number of shares offered, and limiting a time within which the offer, if otherwise
determined
not accepted, will be deemed to be declined, and after the expiration of such time or on
(Amended by
the receipt of an intimation from the person to whom the offer is made that he declines Special
to accept the shares offered, the Directors may, subject to these Articles, dispose of the Resolution on 9
same in such manner as they think most beneficial to the Company. The Directors may, May 2017)
in like manner dispose of any such new or original shares as aforesaid, which, by reason
of the proportion borne by them to the number of persons entitled to such offer as
aforesaid or by reason of any other difficulty in apportioning the same, cannot in the
opinion of the Directors be conveniently offered in manner hereinbefore provided.
Notwithstanding the existence of a resolution pursuant to Section 76 of the Act, no
shares or convertible securities shall be issued if the total number of those shares or
convertible securities, when aggregated with the share capital of any such shares or
convertible securities issued during the preceding twelve (12) months, exceeds ten per
centum (10%) of the issued and paid-up capital of the Company, except where the
shares or convertible securities are issued with the prior approval of the members in a
general meeting of the precise terms and conditions of the issue.

(B) Except so far as otherwise provided by or pursuant to these Articles or by the conditions New shares to
be original
of issue, any new share capital shall be considered as part of the original share capital of
capital unless
the Company, and shall be subject to the same provisions with reference to the payment otherwise
of calls, lien, transfer, transmission, forfeiture and otherwise as the original share capital. provided

PURCHASE OF OWN SHARES

49A. Subject to the provisions of the Act, the Company may from time to time, by ordinary
resolution of a general meeting, purchase its own shares.

MODIFICATION OF RIGHTS

50. If at any time the capital by reason of the issue of preference shares or otherwise is divided Modification of
rights
into different classes the repayment of such preferred capital or all or any of the rights and
(Amended by
privileges attached to each class may subject to the provisions of the Act be varied modified Special
commuted affected abrogated or dealt with by a written consent representing not less than Resolution on 9
75% of the total voting rights of the preference shareholders or by special resolution passed by May 2017)
the holders at least 75% of the total voting rights at a separate general meeting of the holders
of that class and all the provisions hereinafter contained as to general meetings shall mutatis
mutandis apply to every such meeting except that the quorum hereof shall be members

21
Company No. 425190-X

holding or representing by proxy at least three-fourths of the issued shares of the class.
Provided however that in the event of the necessary majority for such a special resolution not
having been obtained in the manner aforesaid consent in writing may be secured from
members holding at least 75% of the total voting rights and such consent if obtained within
two months from the date of the separate general meeting shall have the force and validity of a
resolution duly carried by a vote in person or by proxy.

GENERAL MEETINGS

51. A general meeting shall be held once in every calendar year, at such time and place as may be General
meetings
determined by the Directors, but so that not more than fifteen months shall be allowed to
elapse between any two such general meetings.

52. The abovementioned general meetings shall be called annual general meetings. All other Ordinary and
extraordinary
general meetings shall be called extraordinary general meetings.
meetings

53. The Directors may call an extraordinary general meeting whenever they think fit, and Extraordinary
meetings
extraordinary general meetings shall also be convened on such requisition, or in default may
be convened by such requisitionists, as provided by the Act.

54. (1) An annual general meeting or a meeting called for the passing of a special resolution Annual General
Meeting
shall be called by 21 days' notice in writing at the least. Any other meeting of the
Company shall be called by 14 days' notice in writing to all members at the least,
specifying the place, the day and hour of meeting. Provided that a meeting of the
Company shall, notwithstanding that it is called by shorter notice than that specified in
this Article, be deemed to have been duly called if so agreed:-

(i) in the case of a meeting called as the annual general meeting, by all the members
entitled to attend and vote thereat; or

(ii) in the case of any other meeting, by a majority in number of the members having (Amended by
a right to attend and vote thereat, being a majority which together holds not less Special
Resolution on 9
than ninety-five per centum of total voting rights at that meeting of all members May 2017)
giving a right to attend and vote.

(a) The Company shall be by written request made in duplicate in the prescribed
form, request the Depository in accordance with the Rules, to prepare the Record
of Depositors to whom notices of general meetings shall be given by the
Company.

(b) The Company shall inform the Depository of the dates of general meetings and
shall in written request made in duplicate in the prescribed form, request the
Depository in accordance with the Rules, to prepare the Record of Depositors, as
at the latest date which is reasonably practicable which shall in any event be not
less than 3 market days before the general meeting (hereinafter referred to as “the
General Meeting Record of Depositors”). The General Meeting Record of
Depositors shall be the final record of all depositors who shall be deemed to be
the registered holders of ordinary shares of the Company eligible to be present
and vote at such meetings.

(c) Subject to the Securities Industry (Central Depositories)(Foreign Ownership)

Regulations 1996 (where applicable), a depositor shall not be regarded as a
member entitled to attend any general meeting and to speak and vote thereat
unless his name appears in the General Meeting Record of Depositors.

(2) The notice shall be exclusive of the day on which it is served or deemed to be served and Notice to
specify time and
of the day for which it is given and shall specify the place the day and the hour of
business
meeting. Any notice of a meeting called to consider special business shall be
accompanied by a statement of the general nature of the business and the effect of any
proposed resolution in respect of such special business. At least 14 days’ notice or 21

22
Company No. 425190-X

days’ notice in the case where any special resolution is proposed or where it is the
annual general meeting, of every such meeting shall be given by advertisement in at
least one (1) nationally circulated Bahasa Malaysia or English daily newspaper and in
writing to each stock exchange upon which the Company is listed.

(3) Notice of a meeting of members of the Company shall state— (Amended by

Special
Resolution on 9
(a) the place, date and time of the meeting; and May 2017)
(b) the general nature of the business of the meeting.

(4) The notice convening a meeting to consider a special resolution shall specify the Notice of
special
intention to propose the resolution as a special resolution and the text of the resolution.
resolution
(Amended by
Special
Resolution on 9
May 2017)

(5) In every notice calling a meeting there shall appear with reasonable prominence a Members’ right
to appoint proxy
statement that a member entitled to attend, participate, speak and vote at a meeting of
(Amended by
the Company, or at a meeting of any class of members of the Company, is entitled to Special
appoint not more than two (2) proxies to attend and vote instead of him and that a proxy Resolution on 9
need not be a member of the Company. May 2017)

(6) Notice of every general meeting shall be given in any manner authorised by these To whom given
(Amended by
Articles to:-
Special
Resolution on 9
(a) every member holding shares conferring the right to attend and vote at the meeting May 2017)
who, at the time of convening of the meeting shall have paid all calls or other sums
presently payable by him in respect of any such shares in the Company;
(b) the auditors of the Company; and
(c) every director of the Company.

(7) No other person shall be entitled to receive notices of general meetings. Provided that if Person not
entitled to
the meeting be called for the alteration of the Company’s objects, the provisions of the
notice
Act regarding notices to debenture holders shall be complied with.

(8) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a Omission not to
invalidate
meeting by, any person entitled to receive notice shall not invalidate proceedings at the
proceedings
meeting.

(9) Subject to the Act, Listing Requirements, laws, rules or regulations, notice of a meeting (Amended by
Special
of members shall be in writing and shall be given to the members either:-
Resolution on 9
May 2017)
(a) in hard copy,
(b) in electronic form, or
(c) partly in hard copy and partly in electronic form.

(10) A notice:- (Amended by

Special
Resolution on 9
(a) given in hard copy shall be sent to any member either personally or by post to the May 2017)
address supplied by the member to the Company for such purpose; or
(b) given in electronic form shall be transmitted to the electronic address provided by
the member to the Company for such purpose or by publishing on a website.

(11) A Notice of a meeting of members shall not be validly given by the Company by means (Amended by
Special
of a website unless a notification to that effect is given in accordance with the Act.
Resolution on 9
May 2017)

23
Company No. 425190-X

(12) The Company shall notify a member of the publication of the notice on the website and (Amended by
Special
such notifications shall be in writing and shall be given in hard copy or electronic form
Resolution on 9
stating— May 2017)

(a) that it concerns a meeting of members;

(b) the place, date and time of the meeting; and
(c) whether the meeting is an annual general meeting.

(13) The notice shall be made available on the website throughout the period beginning from (Amended by
Special
the date of the notification referred to in Article 54(11) until the conclusion of the
Resolution on 9
meeting. May 2017)

PROCEEDINGS AT GENERAL MEETINGS

55. All business shall be deemed special that is transacted at an extraordinary general meeting, Special business
(Amended by
and all that is transacted at an annual general meeting shall also be deemed special, with the
Special
exception of the laying of the audited financial statements and the reports of the Directors and Resolution on 9
auditors, the election of those Directors in place of those retiring by rotation or otherwise, May 2017)
appointment and fixing of Directors’ fees and benefits payable and the appointment and fixing
of the remuneration of the auditors.

56. No business shall be transacted at any general meeting unless a quorum is present in person or No business to
be transacted
by proxy when the meeting proceeds to business. Save as herein otherwise provided, two
unless quorum
members personally present at a meeting or by proxy shall be a quorum. For the purposes present
constituting a quorum: (Amended by
Special
Resolution on 9
(i) one of more representatives appointed by a corporation shall be counted as one member;
May 2017)
or
(ii) one or more proxies appointed by a person shall be counted as one member.

56A. The Company may convene a meeting of members at more than one venue using any (Amended by
Special
technology or method that enables the members of the Company to participate and to exercise
Resolution on 9
the members’ rights to speak and vote at the meeting, and using any available technology to May 2017)
provide notice, conduct and record or facilitate voting at that meeting or any adjournment of
that meeting of members subject to rules, regulations and laws prevailing. The main venue of
the meeting shall be in Malaysia and the Chairman shall be present at the main venue of the
meeting.

57. If within half an hour from the time appointed for the holding of a general meeting a quorum If quorum not
present meeting
is not present, the meeting, if convened on the requisition of members, shall be dissolved. In
adjourned or
any other case it shall stand adjourned to the same day in the next week at the same time and dissolved
place, and if at such adjourned meeting a quorum is not present within half an hour from the (Amended by
time appointed for holding the meeting, the meeting shall be dissolved. Special
Resolution on 9
May 2017)

58. The Chairman (if any) of the Board of Directors shall preside at every general meeting, but if Chairman of
Board to preside
there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes
at all meetings
after the time appointed for holding the same, or shall be unwilling to act as Chairman, the
Directors present shall choose one of their number to be Chairman of the meeting, or if no
Director be present or if all the Directors present decline to take the Chair, then members
present shall choose one of their number to be Chairman of the meeting.

58A. Without prejudice to any other power which the Chairman may have under the provisions of Chairman to
promote orderly
these Articles or at common law and subject to the Act and the Listing Requirements, the
conduct of the
Chairman shall have full discretion on the general conduct of meeting, procedures to be business of all
adopted at the meeting to ensure proper and orderly conduct of the business of all general general
meetings as specified in the notice of such meetings and the Chairman’s decision on matters meetings
(Amended by
of procedure or arising incidentally from the business of such meetings shall be final, as shall
Special
be his determination as to whether any matter is of such a nature. The Chairman may also at Resolution on 9
his discretion and in accordance with applicable laws, decides whether to admit new business May 2017)

24
Company No. 425190-X

at a meeting of shareholders.

59. The Chairman may, with the consent of any meeting at which a quorum is present, and shall, Notice of
adjournment to
if so directed by the meeting, adjourn any meeting from time to time and from place to place
be given
as the meeting shall determine. Whenever a meeting is adjourned for thirty days or more,
notice of the adjourned meeting shall be given in the same manner as in the case of an original
meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of
the business to be transacted at an adjourned meeting. No business shall be transacted at any
adjourned meeting other than the business which might have been transacted at the meeting
from which the adjournment took place.

60. Subject to the Listing Requirements, any resolution set out in the notice of any general How resolution
decided
meeting, or in any notice of resolution which may properly be moved and is intended to be
(Amended by
moved at any general meeting shall be voted by poll. Notwithstanding the above, poll may be Special
demanded in writing:- Resolution on 9
May 2017)
(a) by the Chairman of the meeting;

(b) by at least three (3) members present in person or by proxy;

(c) by any member or members present in person or by proxy and representing not less than
one-tenth (1/10) of the total voting rights of all the members having the right to vote at
the meeting, excluding any voting rights attached to shares in the Company held as
treasury shares; or

(d) by a member or members holding shares in the Company conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not less than
one-tenth (1/10) of the total sum paid up on all the shares conferring that right,
excluding any voting rights attached to shares in the Company held as treasury shares.

Unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution
has been carried, or lost, or has not been carried by a particular majority, shall be conclusive,
and an entry to that effect in the minute book of the Company shall be conclusive evidence
thereof, without proof of the number or proportion of the votes recorded in favour of or
against such resolution.

60A. If:- Objections

(a) any objection shall be raised to the qualification of any voter; or

(b) any votes have been counted which ought not to have been counted or which might have
been rejected; or
(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting on any resolution unless the
same is raised or pointed out at the meeting or adjourned meeting at which the vote objected
to is given or tendered or at which the error occurs. Any objection or error shall be referred to
the Chairman of the meeting and shall only vitiate the decision of the meeting on any
resolution if the Chairman decides that the same is of sufficient magnitude to vitiate the
resolution or may otherwise have affected the decision of the meeting. The decision of the
Chairman on such matters shall be final and conclusive.

61. (i) A poll shall be taken in such manner as the Chairman of the meeting may direct and at Poll to be taken
as Chairman
least one (1) scrutineer must be appointed to validate the votes cast at the general
shall direct
meeting. The appointed scrutineer must not be an officer of the Company or its related (Amended by
corporation, and must be independent of the person undertaking the polling process. The Special
Chairman of the meeting may fix a place and time for declaring the results of the poll. Resolution on 9
May 2017)
The result of the poll shall be deemed to be the resolution of the meeting at which the
poll was demanded.

25
Company No. 425190-X

(ii) The poll may be conducted manually using voting slips or electronically using various
forms or electronic devices. Such votes shall be counted by the poll administrator, and
verified by the scrutineer, as may be appointed by the Chairman of the meeting for the
purpose of determining the outcome of the resolution(s) to be decided on poll.

61A. Subject to Article 60, a poll demanded on any resolution shall be taken either forthwith or at (Amended by
Special
such time and place as the Chairman of the meeting directs not being more than thirty (30)
Resolution on 9
days from the date of the meeting or adjourned meeting at which the poll was demanded. If a May 2017)
poll is demanded before the declaration of the result of a show of hands and the demand is
duly withdrawn, the meeting shall continue as if the demand had not been made.

62. Any poll duly demanded on the election of a Chairman of a meeting, or on any question of No poll in
certain cases
adjournment shall be taken forthwith at the meeting and without adjournment.

63. In the case of an equality of votes, either on a show of hands or on a poll, the Chairman of the Chairman to
have casting
meeting shall be entitled to a further or casting vote.
vote

64. Subject to Article 60, the demand for a poll shall not prevent the continuance of a meeting for Business to be
continued if poll
the transaction of any business, other than the question for which a poll has been demanded.
demanded
Where the capital of the Company consists of shares of different denominations, voting rights (Amended by
shall be prescribed in such a manner that a unit of capital in each class when reduced to a Special
common denominator, shall carry the same voting powers when such right is exercisable. Resolution on 9
May 2017)
VOTES OF MEMBERS

65. Subject to these Articles and without prejudice to any special privileges or restrictions as to How votes may
be given and
voting for the time being attached to any special class of shares for the time being forming
who can act as
part of the capital of the Company and Article 54(1) above, a holder of ordinary shares or proxy
preference shares who is personally present or proxy or member’s representative or attorney (Amended by
and entitle to vote shall be entitled to one (1) vote on a show of hands and upon a poll every Special
Resolution on 9
such member shall have one vote (1) for every share held by him.
May 2017)

65A. A member may appoint not more than two (2) proxies to attend at a general meeting of the (Amended by
Special
Company and the proxy shall be entitled to vote on a show of hands or poll on any question at
Resolution on 9
any general meeting. A proxy or attorney need not be a member of the Company. There shall May 2017)
be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a
meeting shall have the same rights as the member to speak at the meeting. A member is
entitled to appoint a proxy to attend and vote instead of him at the meeting, and such proxy
need not also be a member(s). Where a member appoints more than one (1) proxy, he shall
specify the proportions of his holdings to be represented by each proxy, failing which, the
appointment shall be invalid.

65B. Where a member of the Company is an Exempt Authorised Nominee which holds ordinary
shares in the Company for multiple beneficial owners in one securities account (“omnibus
account”), there shall be no limit to the number of proxies which the Exempt Authorised
Nominee may appoint in respect of each omnibus account it holds.

65C. Where the capital of the Company consists of shares of different monetary denominations,
voting rights shall be prescribed in such manner that a unit of capital in each class, when
reduced to a common denominator, shall carry the same voting power when such rights is
exercised.

66. If any member be a lunatic, idiot or non-compos mentis, he may vote by his committee, Votes of lunatic
member
receiver, curator bonis or other legal curator, and such last mentioned persons may give their
votes either personally or by proxy.

67. In the case of joint holders of shares of the Company, the joint holder shall be considered as Votes of joint
holder of shares
one shareholder. For this purpose if the joint holders purport to exercise the power in the same
(Amended by
way, the power is treated as exercised in that way; if the joint holders do not purport to Special
exercise the power in the same way, the power is treated as not exercised. If two or more Resolution on 9

26
Company No. 425190-X

persons are jointly entitled to a share, then in voting upon any question the vote of the senior May 2017)
present at the meeting, whether in person or by proxy or by an attorney shall alone be
accepted to the exclusion of the votes of the other’ registered holders of the shares, and for
this purpose seniority shall be determined by the order in which the names stand in the
Register.

68. A member shall be entitled to be present and to vote on any question either personally or by Only members
not indebted to
proxy at any general meeting or upon a poll and to be reckoned in a quorum in respect of any
Company in
fully paid-up shares and of any shares upon which calls due and payable to the Company shall respect of
have been paid. No member shall be entitled so to vote or be recognised in a quorum in shares entitled
respect of any shares upon which any call or other sum so due and payable shall be unpaid. to vote

69. (A) A power of attorney or a certified copy thereof or the instrument appointing a proxy Instrument
appointed proxy
shall be in writing under the hand of the appointer or of his attorney duly authorised in
to be in writing
writing. An instrument appointing a proxy to vote at a meeting shall be deemed to (Amended by
include the power to demand or concur in demanding a poll on behalf of the appointor. Special
A proxy may vote only as directed in the proxy form. However, if the appointer or Resolution on 9
May 2017)
representative attend and vote on a resolution, the proxy or attorney must not vote.

(B) Any corporation which is a member of the Company may by resolution of its Directors
or other governing body authorise such person as it thinks fit to act as its representative
at any meeting of the Company, and the person so authorised shall be entitled to exercise
the same powers on behalf of the corporation which he represents as that corporation
could exercise if it were an individual member of the Company.

69A. The instrument appointing a proxy shall be in the following form or in such other form as the (Amended by
Special
Directors may approve or in any particular case may accept:- Resolution on 9
May 2017)
DIGI.COM BERHAD

I/We,------------------------------- NRIC No./Company No. ------------------of ---------------------

and telephone no./email address ------------------------------------ being a member/members of
Digi.Com Berhad (the “Company”), hereby appoint --------------------------NRIC No.------------
------------------------ of ---------------------------------- or failing him/her,--------------------------
NRIC No.------------------------------------ of ---------------------------------- or failing him/her,
THE CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf
at the [Annual or Extraordinary, as the case may be] General Meeting of the Company, to be
held at ---------------------- on ------------------ or at any adjournment thereof. I/We indicate
with an “x” in the spaces below how I/we wish my/our vote to be cast.

Agenda For Against

Subject to the abovestated voting instructions, my/our proxy may vote or abstain from voting
on any resolutions as *he/*she/*they may think fit.

The proportion of my/our shareholdings to be represented by my/our proxies are as follows:-

First Proxy %
Second Proxy %
100%

If appointment of proxy is under hand:-

....................................
Signed by *individual member/*officer or No of shares held: …………..……
attorney of member/*authorised nominee of Securities Account No: …………..
…………… (beneficial owner) (CDS Account No.) (Compulsory)
Date :

27
Company No. 425190-X

If appointment of proxy is under seal:-

The Common Seal of …………………. was
hereto affixed in accordance with its Articles Seal
in the presence of:-
……………….. ………………..….
Director Director/Secretary No of shares held: …………
in its capacity as *member/*attorney of Securities Account No: …………..
member/*authorised nominee of …………….. (CDS Account No.) (Compulsory)
(beneficial owner) Date :

Signed this day of , 20__

*Strike out whichever is not desired. Unless otherwise instructed, the proxy may vote as he
thinks fit.

70. The instrument appointing a proxy, and the power of attorney or other authority (if any) under Instrument
appointing
which it is signed or a notarially certified copy thereof, shall be deposited at the Office, or at
a proxy to be
such other place within Malaysia as is specified for that purpose in the notice convening the left at
meeting, at least forty-eight hours before the time appointed for holding the meeting or Company's
adjourned meeting at which the person named in such instrument proposes to vote, or, in the Office
(Amended by
case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of
Special
the poll, and in default the instrument of proxy shall not be treated as valid. The Company Resolution on 9
may specify a fax number and may specify an electronic address in the notice of meeting, for May 2017)
the purpose of receipt of proxy appointments subject to the rules, regulations and laws at that
time specified therein.

71. The instrument appointing a proxy shall be in writing in any form as approved by the Instrument
appointing
Directors under the hand of the appointor or of his attorney duly authorised in writing, or if
proxy to be in
such appointor is a corporation under its common seal, if any, and, if none, then under the writing
hand of some officer duly authorised in that behalf.

72. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid When vote by
proxy valid
notwithstanding the previous death or unsoundness of mind of the principal or revocation of
though
the instrument or of the authority under which the instrument was executed, or the transfer of authority
the share in respect of which the instrument is given, if no intimation in writing of such death, revoked
unsoundness of mind, revocation, or transfer as aforesaid has been received by the Company (Amended by
Special
at the Office or at such other place within Malaysia before the commencement of the meeting
Resolution on 9
or adjourned meeting at which the instrument is used. May 2017)

72A. (1) Subject to the Act and the Listing Requirements, the Directors or any agent of the Appointment of
proxy via
Company so authorised by the Directors, may accept the appointment of proxy received
electronic
by electronic communication on such terms and subject to such conditions as they communication
consider fit. The appointment of proxy by electronic communication shall be in (Amended by
accordance with these Articles. Special
Resolution on 9
May 2017)
(2) For the purpose of Article 72A, the Directors may require such reasonable evidence they
consider necessary to determine:-

(a) the identity of the member and the proxy; and

(b) where the proxy is appointed by a person acting on behalf of the member, the
authority of that person to make the appointment.

(3) Without prejudice to Article 72A, the appointment of proxy by electronic

communication must be received at the electronic address specified by the Company in
any of the following sources and shall be subject to any terms, conditions or limitations
specified therein:-

(a) Notice calling the meeting;

(b) Instrument of proxy sent out by the Company in relation to the meeting; or

28
Company No. 425190-X

(c) Website maintained by or on behalf of the Company.

(4) An appointment of proxy by electronic communication must be received at the

electronic address specified by the Company pursuant to Article 72A(3) not less than
forty-eight (48) hours before the time for holding the meeting or adjourned meeting at
which the person named in the form of appointment of proxy proposes to vote, or, in the
case of a poll, not less than twenty-four (24) hours before the time appointed for the
taking of the poll, and in default the instrument of proxy shall not be treated as valid.

(5) An appointment of proxy by electronic communication which is not made in accordance

with this Article shall be invalid.

DIRECTORS

73. The Company in general meeting may, subject to the provisions of these Articles, from time
to time appoint new Directors, and may increase or reduce the number of Directors in office,
and may alter their qualifications. Until otherwise determined by a general meeting, the
number of Directors shall be not less than two and not more than thirteen.

74. A Director shall not be required to hold any share in the Company but nevertheless shall be Director's
qualification
entitled to attend and speak at any general meeting of, and at any separate meeting of, the
holders of any class of shares in the Company.

75. Any Director may from time to time and at any time appoint any person to be an alternate Alternate
Director
Director, and may at any time remove the alternate Director so appointed by him from office.
An alternate Director so appointed shall not be entitled to receive any remuneration from the
Company, and any fee paid to an alternate Director shall be agreed between himself and the
Director appointing him and shall be paid out of the remuneration of the latter, but shall be
entitled (subject to his giving to the Company an address within Malaysia at which notices
may be served on him) to receive notices of and attend all meetings of the Directors, and to
vote as a Director at any such meeting at which the Director appointing him is not present, and
generally in the absence of his appointor to perform all the functions of his appointor as a
Director. An alternate Director may be removed from office by resolution of the Board, and
shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a
Director. Provided that if any Director retires by rotation but is re-elected by the meeting or is,
pursuant to the provisions of these presents, deemed to be re-elected at the meeting at which
such retirement took effect, any appointment made by him pursuant to this Article which was
in force immediately prior to his retirement shall continue to operate after such re-election as
if he had riot so retired. Every person acting as an alternate Director shall be an officer of the
Company and shall alone be responsible to the Company for his own acts and defaults and he
shall not be deemed to be the agent of or for the Director appointing him. All appointments
and removals of alternate Directors made by any Director in pursuance of the provisions of
this Article shall be in writing under the hand of the Director making the same and left at the
Office.

76. The nomination of an alternate Director shall be valid if made by facsimile or other electronic (Amended by
Special
transmission, provided that such nomination shall be confirmed within three months from the
Resolution on 9
date of such facsimile or other electronic transmission by a written nomination complying May 2017)
with the abovementioned requirements; and any act done by the alternate Director nominated
in such facsimile or other electronic transmission between the date thereof and the date of the
receipt within the prescribed period by the Company of the written nomination shall be as
valid and effectual as if such alternate Director had been duly appointed in the first instance,
whether such written nomination shall be received by the Company within the prescribed
period or not.

77. The fees and any benefits payable to the Non-Executive Directors of the Company and its Directors’ fees
(Amended by
subsidiaries including any compensation for loss of employment of Director or former
Special
Director shall from time to time be determined by the Company in general meeting. Unless Resolution on 9
otherwise directed by the resolution by which it is voted, any such fees shall be divided May 2017)
amongst the Directors as they may agree, or, failing agreement, equally, or in any other

29
Company No. 425190-X

manner to be determined by the Board. Fees payable to Directors shall not be increased except
pursuant to a resolution passed at a general meeting, where notice of the proposed increase has
been given in the notice convening the meeting. The Directors shall also be entitled to be
repaid all travelling and hotel expenses properly incurred by them respectively in or about the
performance of their duties as Directors, including their expenses of travelling to and from
meetings of Directors or general meetings or which he may otherwise incur on or about the
business of the Company. If by arrangement with the Directors, any Director shall perform or
render any special duties or services outside his ordinary duties as a Director in particular
without limiting to the generality of the foregoing if any Director being willing shall be called
upon to perform extra services or to make any special exertions in going or residing away
from his usual place of business or residence for any of the purposes of the Company or in
giving special attention to the business of the Company as a member of a committee of
Directors, the Directors may pay him special remuneration, in addition to his Director’s fees,
and such special remuneration may be by way of a fixed sum, or otherwise as may be
arranged. Provided that fees payable to non-executive Directors shall be by a fixed sum and
no non-executive Director shall be remunerated by a commission on or percentage of profits
or turnover and no Directors (non-executive or executive) shall be remunerated by a
commission on or percentage of turnover and that nothing herein shall prejudice the power of
the Directors to appoint any of their member to be the employee or agent of the Company at
such remuneration and upon such terms as they think fit provided that such remuneration shall
not include a commission on or percentage of turnover.

78. (1) The office of a Director shall be vacated if the Director:- Office of
Director
vacated in
(A) is an undischarged bankrupt; certain cases
(Amended by
(B) has been convicted of an offence relating to the promotion, formation or Special
Resolution on 9
management of a corporation;
May 2017)

(C) has been convicted of an offence involving bribery, fraud or dishonesty;

(D) becomes disqualified from being a Director by reason of any order made under the
Act or has been convicted of an offence under sections 213, 215, 216, 217, 218,
228 and 539 of the Act;

(E) becomes of unsound mind or a person whose person or estate is liable to be dealt
with in any way under the law relating to mental disorder during his term of office;

(F) is absent from more than 50% of the total board of directors’ meetings held during
a financial year of the Company, except when an exemption or waiver is obtained
from the Stock Exchange;

(G) if he is removed by a resolution of the Company in general meeting;

(H) resigns from his office by notice in writing to the Company and deposited at the
Office;

(I) has retired in accordance with the Act or these Articles but is not re-elected; or

(J) otherwise vacate his office in accordance with the Act or these Articles.

(2) The circumstances referred to in paragraphs (1)(A), (B) and (C) shall be applicable to
circumstances in or outside Malaysia.

MANAGING DIRECTOR AND OTHER APPOINTMENTS

79. (1) The Directors may from time to time appoint one or more of their body to be:- Power to
appoint
Managing
(a) the Managing Director or Managing Directors, Director and
(b) the Executive Director or Executive Directors. Other

30
Company No. 425190-X

appointments
The Managing Director or Managing Directors or the Executive Director or Executive
Directors shall be subject to the control of the Board of Directors.

(2) Any such appointment or appointments shall be for a fixed term not exceeding three (3) Term of office
and powers of
years at any one time, with power to the Directors to reappoint thereafter, at such
Managing
remuneration and upon such terms as the Directors think fit and the Directors may Director and
entrust to and confer upon such appointee or appointees any of the power exercisable by other
them as Directors upon such terms and conditions and with such restriction as they think appointees
fit and may from time to time revoke, withdraw or vary all or any of such power.

(3) The remuneration of the Managing Director or Managing Directors and the Executive Remuneration
of Managing
Director or Executive Directors may be payable by way of salary or commission or
Director and
participation in profits of the Company or of any other company in which the Company other
is interested, or by any or all of those modes, or otherwise as may be thought expedient appointees
but shall not include a commission on or percentage of turnover, and it may be made a
term of such appointment or appointments that the appointee shall receive a pension,
gratuity or other benefits on their retirement.

(4) The Managing Director or Managing Directors or Executive Director or Executive Exemption of
Managing
Directors shall, even though he or they may continue to hold such office, be subject to
Director and
retirement by rotation and be taken into account in determining the rotation or retirement other
of Directors pursuant to Article 98A. In addition thereto, he or they shall be subject to appointees
the provisions of any contract between him and the Company and the same provisions as from
retirement by
to resignation and removal from office as the other Directors of the Company and if he
rotation
shall cease to hold the office of Director he shall ipso facto and immediately cease to be
the Managing Director or Managing Directors or Executive Director or Executive
Directors.

POWERS AND DUTIES OF DIRECTORS

80. The management and control of the business and affairs of the Company shall be vested in the General powers
of Company
Directors or under the direction of the Board in addition to the powers and authority by these
vested in
Articles or otherwise expressly conferred upon them. The Board has all the powers necessary Directors
for managing and for directing and supervising the management of the business and affairs of (Amended by
the Company and do all such acts and things as may be exercised or done by the Company Special
Resolution on 9
and are not hereby or by the Act expressly directed or required to be exercised or done by the
May 2017)
Company in general meeting but subject nevertheless to the provisions of the Act and these
Articles and to any regulations not being inconsistent with these Articles from time to time
made by the Company in general meeting provided that no regulations so made shall
invalidate any prior act of the Directors which would have been valid if such regulation had
not been made provided further that any sale or disposal by the Directors of a substantial
portion of the Company’s main undertaking or property shall be subject to ratification by the
members in general meeting.

81. The Directors may from time to time and at any time by power of attorney appoint any Power of
Attorney
company, firm or person or body of persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the
Directors under these Articles) and for such period and subject to such conditions as they may
think fit, and any such powers of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors may think fit and may
also authorise any such attorney to delegate all or any of the powers, authorities and
discretions vested in him.

82. (A) The Directors may exercise all the powers of the Company to borrow money and to Directors
borrowing
mortgage or charge its undertaking, property and uncalled capital or any part thereof and
power
to issue debentures and other securities whether outright or as security for any debt, (Amended by
liability or obligation of any person or persons or of any company, whether or not Special
having objects or engaged or intending to engage in business similar to those of the Resolution on 9
May 2017)

31
Company No. 425190-X

Company, including (without limitation) any company which is for the time being
associated or allied with the Company in business or which is the holding company or a
subsidiary (as defined in Section 4 of the Act) or an associated company.

(B) The Directors may borrow or raise any such money as aforesaid upon or by the issue or Classification of
securities and
sale of any bonds, debentures, debenture stock, or securities, and upon such terms as to
terms
time of repayment, rate of interest, price of issue or sale, payment of bonus upon (Amended by
redemption or repayment or otherwise as they may think proper. The Company may in Special
general meeting grant a right for the holders of bonds, debentures, debenture stock or Resolution on 9
May 2017)
securities to exchange the same for shares in the Company or any class authorised to be
issued.

(C) Subject as aforesaid, the Directors may secure or provide for the payment of any moneys Nature of
Security
to be borrowed or raised by a mortgage of a charge upon all or any part of the
undertaking or property of the Company, both present and future, and upon any capital
remaining unpaid upon the shares of the Company, whether called up or not or by any
other security, and the Directors may confer upon any mortgages or persons in whom
any debentures, debenture stock or security is vested, such rights and powers as they
think necessary or expedient; and they may vest any property of the Company in trustees
for the purpose of securing any moneys so borrowed or so raised, and confer upon the
trustees or any receiver to be appointed by them or by debenture holder, such rights and
powers as the Directors may think necessary or expedient in relation to the undertaking
or property of the Company, or the management, or the realisation thereof, or the
making, receiving or enforcing of calls upon the members in respect of unpaid capital
and otherwise, and may make and issue debentures to trustees for the purpose of further
security, and any such trustees may be remunerated.

(D) The Directors may give security for the payment of any moneys payable by the Security for
payments due
Company in like manner as for the payment of money borrowed or raised but in such
case the amount shall be reckoned as part of the money borrowed.

83. The continuing Directors may act at any time notwithstanding any vacancy in their body: Continuing
Directors may
Provided Always that in case the number of Directors shall at any time be reduced to less than
act to fill
the minimum number prescribed by or in accordance with these Articles, it shall be lawful for vacancies or
them to act as Directors for the purpose of filling up vacancies in their body, or of summoning summon
a general meeting of the Company, but not for any other purpose. meetings

84. The Directors shall duly comply with the provisions of the Act, and particularly the provisions Directors to
comply with the
as to registration and keeping copies of mortgages and charges, keeping of the Register,
Act
keeping a register of Directors and entering all necessary particulars therein, and sending a
copy thereof or a notification of any changes therein to the Registrar of Companies, and
sending to such Registrar an annual return, together with the certificates and the particulars
required by the Act notices as to increase of capital, returns of allotments and contracts
relating thereto, copies of resolutions and agreements, and other particulars connected with the
above.

85. (A) A Director who is in any way, whether directly or indirectly personally interested in a Declaration of
interest;
contract or proposed contract with the Company shall declare the nature of his interest in
restriction on
accordance with the provisions of the Act. Save as by the next following paragraph of voting and
this Article otherwise provided, a Director shall not vote in respect of any contract or quorum
arrangement in which he is interested (and if he shall do so his vote shall not be
counted), nor shall he be counted for the purpose of any resolution regarding the same in
the quorum present at the meeting, but this Article shall not apply to:-

(i) any arrangement for giving to him any security or indemnity in respect of money
lent by him or obligations undertaken by him for the benefit of the Company; or

(ii) any arrangement for the giving by the Company of any security to a third party in
respect of a debt or obligation of the Company for which he himself has assumed
responsibility in whole or in part under a guarantee or indemnity or by the deposit

32
Company No. 425190-X

of a security.

(B) A Director may hold any other office or place of profit under the Company (other than Director may
hold office of
the office of auditor) in conjunction with his office of Director for such period and on
profit under the
such terms (as to remuneration and otherwise) as the Directors may determine. No Company
Director or intending Director shall be disqualified by his office from contracting with
the Company, either with regard to his tenure of any such other office or place of profit
or as a vendor, purchaser or otherwise whether by himself, his firm or a company in
which he has an interest.

(C) A Director, notwithstanding his interest may be counted in the quorum present at any Relaxation of
restriction on
meeting whereat he or any other Director is appointed to hold any executive office or
voting
other office or place of profit under the Company or whereat the Directors resolve to
exercise any of the rights of the Company (whether by the exercise of voting rights or
otherwise) to appoint or concur in the appointment of a Director to hold any office or
place of profit under any other company or whereat the terms of any such appointment
are considered, and he may vote on any such matter other than in respect of his own
appointment or the arrangement of the terms thereof.

(D) The provisions of this Article may at any time be suspended or relaxed to any extent and
either generally or in respect of any particular contract, arrangement or transaction, and
any particular contract, arrangement or transaction carried out in contravention of this
Article may be ratified by ordinary resolution of the Company.

86. Any Director may continue to be or become a director of, or hold any other office or place of Director may
hold other
profit under, any other company in which the Company may be interested, and no such
office
Director shall be accountable for any remuneration, salary, commission, participation in
profits, pension, superannuation or other benefits received by him as a director of, or holder of
any other office or place of profit under, or member of, any such other company. The
Directors may exercise the voting power conferred by the shares in any company held or
owned by the Company in such manner and in all respects as it may think fit (including the
exercise thereof in favour of any resolution appointing the Directors or any of them director of
such company, or voting or providing for the payment of remuneration to the directors of such
company).

87. Subject to the Act, the documents shall be executed, as the case may be, in such manner and Execution of
documents
by such person as the Directors shall from time to time determine.
(Amended by
Special
Resolution on 9
May 2017)

88. The Directors may establish and maintain or procure the establishment and maintenance of a Power to
maintain
non-contributory or contributory pension, provident or superannuation funds for the benefit
pension fund
of, and give or procure the giving of donations, gratuities, pensions, allowances or
emoluments to, any persons who are or were at any time in the employment or service of the
Company or its predecessors in business or of any company which is a subsidiary of the
Company or allied to or associated with the Company or with any such subsidiary or who are
or were at any time Directors or officers of the Company or of any such other company as
aforesaid and holding or who held any salaried employment or office in the Company or such
predecessors or other company and the wives, widows, families and dependants of any such
persons, and may take out policies of insurance and pay the premiums reserved thereby for or
towards the insurance of any such persons as aforesaid, and may do any of the matters
aforesaid either alone or in conjunction with any such other company as aforesaid. Subject
always, if the Act shall so require, the particulars with respect thereto being disclosed to the
members and to the proposal being approved by the Company by ordinary resolution, a
Director holding any such employment or office shall be entitled to participate in and retain
for his own benefit any such donation, gratuity, pension, allowance or emolument. A Director
may be counted in the quorum present at a meeting upon the consideration of a motion in
respect of any matter referred to in this Article and may vote as a Director upon any resolution
in respect of any such matter but only where such matter is intended to be for the benefit
generally of all, or any class or classes, of such employees and servants or former employees

33
Company No. 425190-X

or servants (including Directors or other officers) and/or their respective wives, widows,
families and dependants.

89. (A) The Directors may meet together for the despatch of business, adjourn and otherwise Meeting of
Directors
regulate their meetings as they think fit, and determine the quorum necessary for the
(Amended by
transaction of the business. Unless otherwise determined, majority of the Board Special
members shall be a quorum and one of which must be an Independent Director. Resolution on 9
Questions arising at any meeting shall be decided by a majority of votes, In case of an May 2017)
equality of votes the Chairman of the Board of Directors appointed under Article 91
shall have a second or casting vote. Provided that where two Directors form a quorum,
the Chairman of the Board of Directors at which only such a quorum is present, or at
which only two Directors are competent to vote on the question at issue, shall not have a
second or casting vote.

(B) The conduct of a meeting of Directors or a committee of the Directors may include a
participation thereat by any Director via telephone conferencing and/or video
conferencing or any other interactive means of audio or audio-visual communications
whereby all participating persons are able to hear each other or be heard during the
meeting. A Director’s participation in the manner as aforesaid shall be deemed to be
present at the meeting and be conducted for the purpose of a quorum. He shall also be
entitled to vote thereat. Any meeting held in such manner shall be deemed to be or have
been held at such time and place as set out in the notice of meeting.

90. A Director may, and on the request of a Director, the Secretary shall, at any time summon a Director may
call meeting
meeting of the Directors.

91. The Directors shall elect a Chairman of the Board of Directors and may elect one or more Chairman of
Directors
Deputy Chairman from their number and the Directors may determine the period for which
such officers shall respectively hold office. The Chairman of the Board of Directors or in his
absence, the Deputy Chairman (if any) or in the event that there is more than one Deputy
Chairman, the senior in appointment amongst them shall preside at the meeting of Directors.
If such officers have not been appointed, or if no such officers are present within fifteen
minutes after the time appointed for holding of the meeting of the Directors, the Directors
present shall choose one of their numbers to be Chairman of the meeting.

92. The Directors may delegate any of their powers to committees consisting of such member or Power for
Directors to
members of their body as they think fit. Any committee so formed shall in the exercise of the
appoint
powers so delegated conform to any regulation that may be imposed on it by the Directors. committees

93. A committee may elect a Chairman of its meetings. If no such Chairman is elected, or if at any Chairman of
committees
meeting the Chairman is not present within fifteen minutes after the time appointed for
holding the same, the members present may choose one of their numbers to be Chairman of
the meeting.

93A. The Meetings and proceedings of any such committee shall be governed by the provisions Meeting and
proceedings
herein contained for regulating the meetings and proceedings of the Directors so far as the
of a committee
same are applicable thereto and are not superseded by any regulations made by the Directors
under Article 92.

94. A committee may meet and adjourn as its members think proper. Questions arising at any Meetings of
committees
meeting shall be determined by a majority of votes of the members present, and in case of an
equality of votes, the Chairman shall have a second or casting vote.

95. All acts bona fide done by any meeting of Directors, or of a committee of Directors, or by any All acts done by
Directors to be
person acting as a Director, shall, notwithstanding it be afterwards discovered that there was
valid
some defect in the appointment of any such Director or person acting as aforesaid, or that they
or any of them were disqualified, be as valid as if every such person had been fully appointed
and was qualified to be a Director.

34
Company No. 425190-X

96. The Directors shall cause proper minutes to be made of all general meetings of the Company Minutes to be
made and when
and also of all appointments of officers, and of the proceedings of all meetings of Directors
signed by
and committees and of the attendances thereat, and of all business transacted at such meeting; Chairman to be
and any such minute of any meeting, if purporting to be signed by the Chairman of such conclusive
meeting, or by the Chairman of the next succeeding meeting, shall be conclusive evidence evidence
without any further proof of the facts therein stated.

97. (A) A resolution in writing signed, approved or assented by letter, electronic mail or Resolution by
circulation
facsimile by all the Directors who are sufficient to form a quorum shall be valid and
(Amended by
effectual as if it has been passed at a meeting of the Directors duly called and constituted Special
provided that where a Director is not so present but has an alternate who is so present Resolution on 9
then such resolution shall be signed by such alternate in place of the absent Director. All May 2017)
such resolutions shall be described as “Directors’ Resolutions” and may consist of
several documents in the like form each signed by one or more of the Directors or their
alternates and shall be forwarded or otherwise delivered to the Secretary without delay,
and shall be recorded by him in the Company’s minute book following the receipt
thereof by him. Any such document may be accepted as sufficiently signed by a Director
or his alternate if transmitted to the Company by any technology purporting to include a
signature and/or electronic or digital signature of the Director or his alternate.

(B) The Secretary shall be appointed by the Directors for such term at such remuneration Secretary
and upon such conditions as they may think fit, and any Secretary so appointed may be
removed by them. The Directors may from time to time, by resolution appoint an
assistant or deputy Secretary.

98. (A) At the annual general meeting in every year, one-third of the Directors for the time Rotation and
retirement of
being, or if their number is not a multiple of three, then the number nearest to one-third,
Directors
shall retire from office. A retiring Director shall be eligible for re-election. PROVIDED
ALWAYS that all Directors shall be relieved from office once at least in each three (3)
years subject to re-election. An election of Directors shall take place each year.

(B) The Directors to retire in every year shall be those who have been longest in office since Which
Directors to
their appointment or last election but as between persons who become Directors on the
retire
same day, those to retire shall (unless they otherwise agree amongst themselves) be
determined by lot.

(C) The Company at the meeting at which a Director retires as aforesaid may fill the vacated Filing of
vacancy
office by electing a person thereto, and in default the retiring Director shall be deemed to
have been re-elected, unless at such meeting it is expressly resolved not to fill such
vacated office or unless a resolution for the re-election of such Director shall have been
put to the meeting and lost.

(D) No person other than a retiring Director shall unless recommended by the Directors for Nomination of
Director
election be eligible for election to the office of Director at any general meeting unless
some member intending to propose him has at least eleven clear days before the meeting
left at the Office a notice in writing duly signed by the nominee giving his consent to the
nomination and signifying his candidature for the office or the intention of such member
to propose him. PROVIDED THAT in the case of a person recommended by the
Directors for election nine clear days’ notice only shall be necessary. Notice of each and
every candidature shall at least seven days prior to the meeting at which the election is to
take place be served on the members. The cost of serving the notice to propose the
election of a Director where the nomination is made by a member or members, shall be
borne by the member or members making the nomination.

(E) The Directors shall have power at any time, and from time to time, to appoint any person Directors’
power to fill
to be a Director either to fill a casual vacancy or as an addition to the existing Directors,
casual vacancy
but so that the total number of Directors shall not at any time exceed the maximum and make
number fixed by or in accordance with these Articles. Any Director so appointed shall additional
hold office only until the next following annual general meeting, and shall then be appointment
eligible for re-election but shall not be taken into account in determining the retirement

35
Company No. 425190-X

of Directors by rotation at such meeting.

THE SEAL

99. (A) The Directors shall provide for the safe custody of the Seal which shall only be used
pursuant to a resolution of the Directors or a committee of the Directors authorising the
use of the Seal. The Directors may from time to time (subject to the provisions of Article
13 in relation to certificates) make such regulations as they think fit in determining the
persons and the number of such persons in whose presence the Seal shall be affixed and,
until otherwise so determined, the Seal shall be affixed in the presence of at least one
Director and counter­signed by the Secretary or by a second Director or by some other
person appointed by the Directors for that purpose who shall sign every instrument to
which the Seal is affixed and the Directors may by resolution determine either generally
or in any particular case that the signatures of any Director, the Secretary or such other
person appointed as aforesaid may be affixed or reproduced by facsimile, autographic or
other mechanical means provided that the use of such is restricted to a certificate,
instrument of transfer or other document of title in respect of any share, stock, debenture
or marketable security created or issued by the Company to be given under the Common
Seal of the Company.

(B) The Company may exercise the powers conferred by the Act with regard to having an (Amended by
Special
official seal for use abroad, and such powers shall be vested in the Directors. The
Resolution on 9
Company may have a duplicate Common Seal as referred in Section 62 of the Act which May 2017)
shall be a facsimile of the Common Seal with the addition on its face of the words
“Share Seal”. The official seal when duly affixed to a document has the same effect as
the Company’s common seal. The person affixing the official seal shall certify in writing
on the deed or other document to which the seal is affixed the date and place it is
affixed.

DIVIDENDS AND RESERVE FUND

100. Subject to any preferential or other special rights for the time being attached to any special Application of
profits
class of shares, the profits of the Company which it shall from time to time be determined to
distribute by way of dividend shall be applied in payment of dividends upon the shares of
the Company in proportion to the amounts paid up or credited as paid up thereon
respectively, otherwise than in advance of calls.

101. (A) The Directors may from time to time declare dividends but no such dividend shall be Declaration of
Dividends
payable except out of the profits of the Company. The Directors may, if they think fit,
(Amended by
from time to time declare and pay to the members such interim dividends as appear to Special
them to be justified by the position of the Company, and may also from time to time, if Resolution on 9
in their opinion such payment is so justified, pay any preferential dividends which by May 2017)
the terms of issue of any share are made payable on fixed dates.

(B) The Directors may authorise a distribution of dividend at such time and in such (Amended by
Special
amount as the Directors consider appropriate, if the Directors are satisfied that the
Resolution on 9
Company will be solvent immediately after the distribution is made. May 2017)

(C) No higher dividend shall be paid than is authorised by the Directors, and the (Amended by
Special
declarations of the Directors as to the distribution shall be conclusive.
Resolution on 9
May 2017)

102. The Directors may, before recommending any dividend, set aside out of the profits of the Directors may
form reserve
Company such sums as they think proper as a reserve fund or reserve funds, which shall at
fund and invest
the discretion of the Directors be applicable for meeting contingencies, or for repairing or
maintaining any works connected with the business of the Company, or shall, as to the
whole or a part thereof, be applicable for equalising dividends, or for distribution by way of
special dividend or bonus, or for such other purposes for which the profits of the Company
may lawfully be applied as the Directors may think expedient in the interests of the
Company, and pending such application the Directors may employ the sums from time to

36
Company No. 425190-X

time so set apart as aforesaid in the business of the Company or invest the same in such
securities as they may select. The Directors may also from time to time carry forward such
sums as they may deem expedient in the interests of the Company.

103. The Directors may establish a reserve to be called either “capital reserve” or “realisation
account” and shall either carry to the credit of such reserve from time to time all moneys
realised on the sale of any investment held by the Company in excess of the then book price
of the same or apply the same in providing for depreciation or contingencies. Such capital
reserve or realisation account and all other moneys in the nature of accretion to capital,
whether on sale of investments held, or otherwise, shall be treated for all purposes as capital
moneys and not as profits available for dividend. Any losses realised on the sale of any
investment may be carried to the debit of capital reserve or realisation account except in so
far as the Directors shall decide to make good the same out of other funds of the Company.

104. The Directors shall be at liberty to invest any sums carried to any reserve account or
accounts upon such investments as they think fit, and from time to time deal with and vary
such investments and dispose of all or any part thereof for the benefit of the Company (save
as hereinbefore provided) and to divide the ordinary reserve account or accounts into such
special accounts as they think fit with full power to employ the assets constituting the
ordinary reserve account or accounts in the business of the Company.

105. Every dividend warrant may, unless otherwise directed, be sent by post to the last registered Dividend
warrants to be
address of the member entitled thereto, and the receipt by the person whose name at the date
sent to members
of the declaration of the dividend appears on the Register as the owner of any share, or, in by post
the case of joint holders, of any one of such joint holders, shall be, a good discharge to the
Company for all payments made in respect of such share. No unpaid dividend or interest
shall bear interest as against the Company.

105A. Subject to the provisions of the Act, the Central Depositories Act and the Rules, the Listing Payment of
dividend by
Requirements and/or regulatory authorities, payment of dividend may be made by direct
electronic
transfer or such other mode of electronic means to the bank account of the holder whose means
name appear in the register of members or Record of Depositors or, if more than one (1)
person is entitled thereto in consequence of the death or bankruptcy of the holder, payment
in such manner to the bank account of any one of such persons or to the bank account of
such persons as such persons may by writing direct. The payment of any dividend by such
electronic means shall constitute a good and full discharge to the Company of the dividend
to which it relates regardless of any discrepancy given by the member in the details of bank
account(s).

105B. Subject to the provisions of the Listing Requirements, any general meeting declaring a Payment of
dividend in
dividend or bonus may upon the recommendation of the Directors, direct payment of such specie
dividend or bonus wholly or in part by the distribution of specific assets, and in particular of (Amended by
paid-up shares or debentures or debenture stocks of any other company, or in any one (1) or Special
Resolution on 9
more of such ways, and the Directors shall give effect to such resolution, and where any May 2017)
difficulty arises in regard to such distribution, the Directors may settle the same as they
think expedient, and in particular may issue fractional certificates and may fix the value for
distribution of such specific assets or any part thereof and may determine that cash payments
shall be made to any members upon the footing of the value so fixed in order to adjust the
rights of all parties and may vest any such specific assets in trustees upon such trusts for the
persons entitled to the dividend as may seem expedient to the Directors. No distribution,
settlement, arrangement or adjustment so made by the Directors shall be questioned by any
member.

105C. (1) Whenever the Directors or the Company in general meeting have resolved or proposed Dividend
Reinvestment
that a dividend (including an interim, final, special or other dividend) be paid or declared
Scheme
on the ordinary shares of the Company, the Directors may further resolve that Members (Amended by
entitled to such dividend be entitled to elect to receive an allotment of ordinary shares Special
credited as fully paid in lieu of cash in respect of the whole or such part of the dividend Resolution on 9
May 2017)
as the Directors may think fit. In such case, the following provisions shall apply:-

37
Company No. 425190-X

(i) the basis of any such allotment shall be determined by the Directors;

(ii) the Directors shall determine the manner in which Members shall be entitled to
elect to receive an allotment of ordinary shares credited as fully paid in lieu of cash
in respect of the whole or such part of any dividend in respect of which the
Directors shall have passed such a resolution as aforesaid, and the Directors may
make such arrangements as to the giving of notice to Members, providing for
forms of election for completion by Members (whether in respect of a particular
dividend or dividends or generally), determining the procedure for making such
elections or revoking the same and the place at which and the latest date and time
by which any forms of election or other documents by which elections are made or
revoked must be lodged, and otherwise make all such arrangements and do all such
things, as the Directors consider necessary or expedient in connection with the
provisions of this Article;

(iii) the right of election may be exercised in respect of the whole of that portion of the
dividend in respect of which the right of the election has been accorded provided
that the Directors may determine, either generally or in any specific case, that such
right shall be exercisable in respect of the whole or any part of that portion; and

(iv) the dividend (or that part of the dividend in respect of which a right of election has
been accorded) shall not be payable in cash on ordinary shares in respect whereof
the share election has been duly exercised (the “Elected Ordinary Shares”) and in
lieu and in satisfaction thereof ordinary shares shall be allotted and credited as fully
paid to the holders of the Elected Ordinary Shares on the basis of allotment
determined as aforesaid and for such purpose (notwithstanding any provision of
these Articles to the contrary), the Directors shall (i) capitalise and apply the
amount standing to the credit of any of the Company’s reserve accounts or any sum
standing to the credit of the profit and loss account or otherwise available for
distribution as the Directors may determine, such sum as may be required to pay up
in full the appropriate number of ordinary shares for allotment and distribution to
and among the holders of the Elected Ordinary Shares on such basis, or (ii) apply
the sum which would otherwise have been payable in cash to the holders of Elected
Ordinary Shares towards payment of the appropriate number of ordinary shares for
allotment and distribution to and among the holders of the Elected Ordinary Shares
on such basis.

(2) (a) The ordinary shares allotted pursuant to the provisions of paragraph (1) of this
Article shall rank pari passu in all respects with the ordinary shares then in issue
save only as regards participation in the dividend which is the subject of the
election referred to above (including the right to make the election referred to
above) or any other distributions, bonuses or rights paid, made, declared or
announced prior to or contemporaneous with the payment or declaration of the
dividend which is the subject of the election referred to above, unless the Directors
shall otherwise specify.

(b) The Directors may do all acts and things considered necessary or expedient to give
effect to any capitalisation pursuant to the provisions of paragraph (1) of this
Article, with full power to make such provisions as they think fit in the case of
fractional entitlements to ordinary shares (including, notwithstanding any provision
to the contrary in these Articles, provisions whereby, in whole or in part, fractional
entitlements are disregarded or rounded up or down, or whereby the benefit of
fractional entitlements accrues to the Company rather than the Members).

(3) The Directors may, on any occasion when they resolve as provided in paragraph (1) of
this Article, determine that the rights of election under that paragraph shall not be made
available to the persons who are registered as holders of ordinary shares in the Register
of Members or the Depository Register, as the case may be, or in respect of ordinary
shares the transfer of which is registered, after such date as the Directors may fix subject
to such exceptions as the Directors think fit, and in such event the provisions of this

38
Company No. 425190-X

Article shall be read and construed to such determination.

(4) The Directors may, on any occasion when they resolve as provided in paragraph (1) of
this Article, further determine that no allotment of shares or rights of election for shares
under that paragraph shall be made available or made to Members whose registered
addresses entered in the Register of Members or the Depository Register, as the case
may be, is outside Malaysia or to such other Members or class of Members as the
Directors may in their sole discretion decide and in such event the only entitlements of
the Members aforesaid shall be to receive in cash the relevant dividend resolved or
proposed to be paid or declared.

(5) Notwithstanding the foregoing provisions of this Article, if at any time after the
Directors’ resolution to apply the provisions of paragraph (1) of this Article in relation to
any dividend but prior to the allotment of ordinary shares pursuant thereto, the Directors
shall consider that, by reason of any event or circumstance (whether arising before or
after such resolution) or by reason of any matter whatsoever, it is no longer expedient or
appropriate to implement that proposal, the Directors may at their absolute discretion
and as they deem fit in the interest of the Company, cancel the proposed application of
paragraph (1) of this Article.

106. A transfer of shares shall not pass the right to any dividend declared thereon before the Right to
dividend in
registration of the transfer.
respect of a
transferred
share

107. Subject to the Unclaimed Money’s Act, 1965, all dividends unclaimed for one year, after Unclaimed
dividends
having been declared, may be invested or otherwise made use of by the Directors for the
benefit of the Company until claimed.

108. Every dividend shall belong and be paid (subject to the Company’s lien) to those members Register
who shall be on the Register at the date fixed for the payment of such dividend,
notwithstanding any subsequent transfer or transmission of share.

CAPITALISATION OF RESERVES, ETC.

109. The Company in general meeting may at any time and from time to time pass a resolution
that any sum not required for the payment or provision of any fixed preferential dividend,
and (A) being any part of the undivided profits in the hands of the Company or (B) for the
time being standing to the credit of any reserve fund or reserve account of the Company,
including premiums received on the issue of any shares or debentures of the Company,
and/or accretion to capital accruing on sale or shown by a valuation or revaluation of any
property or assets of the Company, be capitalised, and that such sum be appropriated as
capital to and amongst the ordinary shareholders in the proportions in which they would
have been entitled thereto if the same had been distributed by way of dividend on the
ordinary shares, and in such manner as the resolution may direct, and such resolution shall
be effective, and the Directors shall in accordance with such resolution apply such sum in
paying up in full any unissued shares or debentures of the Company on behalf of the
ordinary shareholders aforesaid, and appropriate such shares or debentures and distribute the
same credited as fully paid up to and amongst such shareholders in the proportions aforesaid
in satisfaction of the shares and interests of such shareholders in the said capitalised sum or
shall apply such sum or any part thereof on behalf of the shareholders aforesaid in paying up
the whole or part of any uncalled balance which shall for the time being be unpaid in respect
of any issued ordinary shares held by such shareholders or otherwise deal with such sum as
directed by such resolution. Where any difficulty arises in respect of any such distribution,
the Directors may settle the same as they think expedient, and in particular they may issue
fractional certificates, fix the value for distribution of any fully paid-up shares or debentures,
make cash payments to any shareholders on the footing of the value so fixed in order to
adjust rights, and vest any such shares or debentures in trustees upon such trusts for the
persons entitled to share in the appropriation and distribution as may seem just and
expedient to the Directors. When deemed requisite a proper contract for the allotment and
acceptance of any shares to be distributed as aforesaid shall be delivered to the Registrar of

39
Company No. 425190-X

Companies for registration in accordance with the Act and the Directors may appoint any
person to sign such contract on behalf of the persons entitled to share in the appropriation
and distribution and such appointment shall be effective.

ACCOUNTS

110. The Directors shall cause proper accounting and other records to be kept and shall distribute (Amended by
Special
copies of financial statements and other documents as required by the Act and shall from
Resolution on 9
time to time determine whether and to what extent and at what times and places and under May 2017)
what conditions or regulations the accounting and other records of the Company or any of
them shall be open to the inspection of Members not being Directors, and no Member (not
being a Director) shall have any right of inspecting any account or book or paper of the
Company except as conferred by statute or authorised by the Directors or by the Company in
general meeting. Subject always to Section 47 of the Act the books of account or records of
operations shall be kept at the Office or at such other place as the Directors think fit and
shall always be open to inspection by the Directors.

111. The Directors shall from time to time determine whether, in any particular case or class of Accounts and
Books may be
cases, or generally, and to what extent, and at what times and places and under what
inspected by
conditions or regulations, the accounts and books of the Company, or any of them, shall be members
opened to the inspection of members, and no member (not being a Director) shall have any
right of inspecting any account or document of the Company, except as conferred by the Act
or authorised by the Directors or by a resolution of the Company in general meeting.

112. The Directors shall from time to time in accordance with Section 244 of the Act cause to be (Amended by
Special
prepared and laid before the Company in general meeting such financial statements and any
Resolution on 9
report as are referred to in the Act. A copy of each of such documents shall not less than May 2017)
twenty-one (21) days before the date of the meeting be sent to every member of and to every
holder of debentures of the Company under the provisions of the Act or these Articles.
Provided that this Article shall not require a copy of these documents to be sent to any
person of whose address the Company is not aware or to more than one of the joint holders
but any member to whom a copy of these documents has not been sent shall be entitled to
receive a copy free of charge on application at the Office.

112A. Subject to the compliance with the requirements of the Stock Exchange and any other Annual Report
in CD-ROM or
relevant authorities, if any, the Company may issue its annual report in compact disc read-
DVD-ROM
only memory (“CD-ROM”) or digital video disc read-only memory (“DVD-ROM”) format format
or in any other format whatsoever (whether available now or in the future) through which (Amended by
images, data, information or other material may be viewed whether electronically or Special
Resolution on 9
digitally or howsoever; or may in the same manner as set out in Articles 116 and 116A on
May 2017)
the serving of notice of general meeting or any other document to the members of the
Company.

AUDIT

113. Once at least in every year the accounts of the Company shall be examined, and the
correctness of the profit and loss account and balance sheet ascertained by one or more
auditor or auditors, and the provisions of the Act and any modification or re-enactment
thereof for the time being in force in regard to audit and auditors shall be observed.

AUTHENTICATION OF DOCUMENT

114. Any Director or the Secretary or any person appointed by the Directors for the purpose shall Power to
authenticate
have power to authenticate any documents affecting the constitution of the Company and
documents
any resolution passed by the Company or the Directors, and any books, records, documents
and accounts relating to the business of the Company, and to certify copies or extracts
therefrom as true copies or extracts; and where any books, records, documents or accounts
are elsewhere than at the Office, the local manager and other officer of the Company having
the custody thereof shall deemed to be a person appointed by the Directors as aforesaid.

40
Company No. 425190-X

115. A document purporting to be a copy of a resolution of the Directors or an extract from the Certified copies
of resolution of
minutes of a meeting of Directors which is certified by person having powers to authenticate
the Directors
the documents as such in accordance with the provisions of the last preceding Article shall (Amended by
be conclusive evidence in favour of all persons dealing with the Company upon the faith Special
thereof that such resolution has been duly passed or, as the case may be, that such extract is Resolution on 9
May 2017)
a true and accurate record of a duly constituted meeting of the Directors.

NOTICES

116. (1) Notice of a meeting of members or any other document shall be in writing and shall be Service of
notices by
given to the members either—
Company
(Amended by
(a) in hard copy; Special
(b) in electronic form; or Resolution on 9
May 2017)
(c) partly in hard copy and partly in electronic form.

(2) A notice—

(a) given in hard copy shall be sent to any member either personally or by post to the
address supplied by the member to the Company for such purpose; or

(b) given in electronic form shall be transmitted to the electronic address provided by
the member to the Company for such purpose or by publishing on a website,
subject to the Act, Listing Requirements, rules, regulations and laws.

116A. Subject to the Act, Listing Requirements, laws, rules and regulations:- Notification
of publication
of notice of
(1) Notice of a meeting of members or any other document shall not be validly given by the meeting on
Company by means of a website unless a notification to that effect is given in website
(Amended by
accordance with this Article.
Special
Resolution on 9
(2) The Company shall notify the member of the publication of the notice or any other May 2017)
document on the website and such notification shall be in writing and shall be given in
hard copy or electronic form stating—

(a) that it concerns a meeting of members;

(b) the place, date and time of the meeting; and
(c) in the case of a public company, whether the meeting is an annual general meeting.

(3) The notice or any other document shall be made available on the website throughout the
period beginning from the date of the notification referred to in subsection (2) until the
conclusion of the meeting.

117. All notices directed to be given to the members shall, with respect to any share to which How joint
holders of
persons are jointly entitled, be given to whichever of such persons is named first in the
shares may be
Register of Members, and any notice so given shall be sufficient notice to the holders of served
such share.

118. Any member described in the Register of Members or Record of Depositors by an address Members
abroad not
not within Malaysia shall from time to time give the Company an address within Malaysia at
entitled to
which notices may be served upon him, shall be entitled to have served upon him at such notices unless
address any notice to which he would be entitled under these Articles, but, save as aforesaid, they give
only members described in the Register of Members or Record of Depositors by an address address
within Malaysia or the Republic of Singapore shall be entitled to receive any notice from the
Company.

119. A notice including notice given in electronic form or any other document, may be given by
(Amended by
the Company to the persons entitled to any share in consequence of the death or bankruptcy
Special
of a member by sending it through the post in a prepaid letter addressed to them by name or Resolution on 9

41
Company No. 425190-X

by the title or representatives or trustees of such deceased or bankrupt member, at the May 2017)
address (if any) in Malaysia supplied for the purpose by such persons as aforesaid, or (until
such an address has been supplied) by giving the notice in the manner in which the same
would have been given if the death or bankruptcy had not occurred.

120. (1) Any notice or other document, if served personally or sent by post, shall be deemed to When services
effected
have been served or delivered at the time personally or when the letter containing the
(Amended by
same is put into the post, and in proving such service or sending it shall be sufficient to Special
prove that the letter containing the notice or document was properly addressed and put Resolution on 9
into the post office as a pre-paid letter. Any notice or other document given in May 2017)
electronic form shall be transmitted to the electronic address provided by the Member
to the Company for such purpose or by publishing on the website. Every person who,
by operation of law, transfer, transmission or other means whatsoever, becomes
entitled to any share, shall be bound by every notice which have been duly served to
the person from whom he derives the title of such shares, prior to his name and address
being entered in the Register of Members or Record of Depositors as the registered
holder of such shares. The contact details (including electronic address) of the Member
are as set out in the Record of Depositors shall be deemed the last known address
provided by the Member to the Company for purposes of communication with the
Member.

(2) Where a notice or any other document or information is served, sent or supplied by (Amended by
Special
electronic communication:-
Resolution on 9
May 2017)
(a) to the current address of Member, shall be deemed to have been duly given, sent, or
served at the time of transmission of the electronic communication by the email
server or facility operated by the Company or its service provider to the current
address of members (notwithstanding any delayed receipt, non-delivery or
“returned mail” reply message or any other error message indicating that the
electronic communication was delayed or not successfully sent).

(b) by making it available on a website, it shall be deemed to have been duly given,
sent or served on the date on which the notice or document is first made available
on the website, or unless otherwise provided under laws.

(3) A notice, document or information served, sent or supplied by means of a website is (Amended by
Special
deemed to have been given to or received by the intended recipient when the material
Resolution on 9
was first made available on the website and the Company notifying the Member in the May 2017)
following manner in writing:-

(a) The publication of the notice, document or information on the website; and

(b) The designated website link or address where a copy of the notice, document or
information may be downloaded.

(4) A Member shall be implied to have agreed to receive such notice, document or (Amended by
Special
information by way of such electronic communication. However, Members are given a
Resolution on 9
right to request for a hard copy of such notice, document or information and the May 2017)
Company shall forward a hard copy of such notice or document or information to the
Member within the prescribed period subject to the Listing Requirements.

(5) The Directors may, at their discretion, at any time give a Member an opportunity to elect (Amended by
Special
within a specified period of time whether to receive such notice, document or
Resolution on 9
information by way of electronic communication or as a physical copy, and such May 2017)
Member shall be deemed to have consented to receive such notice, document or
information by way of electronic communication if he was given such an opportunity
and he failed to make an election within the specified time, and he shall not in such an
event have right to receive a physical copy of such notice, document or information.

42
Company No. 425190-X

WINDING UP

121. If the Company shall be wound up, the liquidators may with the sanction of a special Distribution of
assets in specie
resolution, divide among the members in specie any part of the assets of the Company and
any such division may be otherwise than in accordance with the existing right of the
members, but so that if any division is resolved or otherwise than in accordance with such
rights the members shall have the same right of dissent and consequential rights as if such
resolution was a special resolution passed pursuant to the Act. A special resolution
sanctioning a transfer or sale to another company duly passed pursuant to the Act may in
like manner authorise the distribution of any share or other consideration receivable by the
liquidators amongst the members otherwise than in accordance with their existing rights, and
any such determination shall be binding upon all the members, subject to the right of dissent
and consequential rights conferred by the Act.

122. (1) Where it is proposed that the whole or part of the business or property of the Company (Amended by
Special
is to be transferred or sold to another corporation in a voluntary winding up, with the
Resolution on 9
sanction of a special resolution of the Company conferring either a general authority May 2017)
on the liquidator or an authority in respect of any particular arrangement, the liquidator
of the Company may—

(a) receive in compensation or part compensation for the transfer or sale of the
shares, debentures, policies or other like interests in the corporation for
distribution among the members of the Company; or

(b) enter into any other arrangement whereby the members of the Company may, in
lieu of receiving cash, shares, debentures, policies or other like interests or in
addition to the arrangement, participate in the profits of or receive any other
benefit from the corporation, and any such transfer, sale or arrangement shall be
binding on the members of the Company.

(2) If any member of the Company expresses his dissent on matters referred to in
subsection (1) in writing addressed to the liquidator and delivered to the Office of the
liquidator within seven (7) days from the passing of the resolution, the member may
require the liquidator to either abstain from carrying the resolution into effect or to
purchase his interest at a price to be determined by an agreement or by arbitration.

INDEMNITY

123. Every Director or other officer of the Company shall be entitled to be indemnified out of the (Amended by
Special
assets of the Company (including effect of insurance) against all losses or liabilities
Resolution on 9
(including any such liability as is mentioned in the Act), which he may sustain or incur in or May 2017)
about the execution of the duties of his office or otherwise in relation thereto, and no such
Director or other officer shall be liable for any loss, damage or misfortune which may
happen to or be incurred by the Company in the execution of the duties of his office or in
relation thereto. But this Article shall only have effect in so far as its provisions are not
avoided by the Act.

ALTERATION OF ARTICLES

124. (A) These Articles shall not be amended, added to or deleted without the prior approval of (Amended by
Special
the shareholders by a special resolution.
Resolution on 9
May 2017)
(B) These Articles have been drafted in a manner to incorporate the requirements of the
relevant governing statutes, regulations and guidelines. Without prejudice to any
provisions in the Act or under these Articles pertaining to the amendments of the
Articles, in the event the applicable provisions of any relevant governing statutes,
regulations and guidelines are from time to time amended, modified or varied, such
amendments, modifications or variations shall be deemed inserted herein whereupon
these Articles shall be read and construed subject to and in accordance with the
amended, modified or varied statutes, regulations and guidelines.

43
Company No. 425190-X

EFFECTS OF THE LISTING REQUIREMENTS

125. (1) Notwithstanding anything contained in these Articles, if the Listing Requirements
prohibit an act being done, the act shall not be done.

(2) Nothing contained in these Articles prevents an act being done that the Listing
Requirements require to be done.

(3) If the Listing Requirements require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be).

(4) If the Listing Requirements require these Articles to contain a provision and they do
not contain such a provision, these Articles are deemed to contain that provision.

(5) If the Listing Requirements require these Articles not to contain a provision and they
contain such a provision, these Articles are deemed not to contain that provision.

(6) If any provision of these Articles is or becomes inconsistent with the Listing
Requirements, these Articles are deemed not to contain that provision to the extent of
the inconsistency.

44
Company No. 425190-X

We the several persons whose names and addresses are subscribed hereunder being subscribers hereby agree to
the foregoing Articles of Association.

Names, Addresses and Description of Subscribers

HO MENG
NRIC NO: 591023-10-5727 or 5776912 (B)
The Forum
45-5-14
Jalan Inai
55100 Kuala Lumpur General Manager – Finance

AHMAD SUHAIMI BIN HAMZAH

NRIC NO: 681103-08-6131 or A1153034 (B)
No 5 Jalan 3
Ampang Jaya
68000 Ampang Accounts Officer

Dated this 26th day of March, 1997

Witness to the above signatures:-

SU SWEE HONG
(MAICSA NO: 0776729)
[NRIC NO: 580809-08-5824 or 5576739 (B)]
Level 17 Menara Shahzan Insas
30 Jalan Sultan Ismail
50250 Kuala Lumpur

45