NYLEX (MALAYSIA) BERHAD (9378T)
(Incorporated in Malaysia)
: Tan Sri Ir (Dr) Mohamed Al Amin Abdul Majid - Chairman
  Dato' (Dr) Siew Ka Wei (Group Managing Director)
  Lim Hock Chye
  Edmond Cheah Swee Leng
  Safrizal Bin Mohd Said
  Shareholders per attendance list
ABSENT WITH APOLOGY : Khamis Bin Awal
IN  ATTENDANCE : Choo Se Eng (Secretary)
  Stephen Geh Sim Whye (Joint Secretary)
1. CHAIRMAN
Tan Sri Ir (Dr) Mohamed Al Amin Abdul Majid presided as Chairman of the meeting.
2. QUORUM
The Secretary confirmed that a quorum was present in accordance with Article 73 of the Company’s Articles of Association. Thereafter, the Chairman declared the meeting duly convened.
3. NOTICE
The Notice convening the meeting, having been circulated and advertised in the NEW STRAITS TIMES newspaper on 29 October 2014 was taken as read.
4. TO RECEIVE THE AUDITED FINANCIAL STATEMENTS AND REPORTS
The Chairman informed the shareholders that this Agenda item which was to receive the Audited Accounts of the Group and of the Company, Reports of the Directors and Auditors thereon for the financial year ended 31 May 2014 was for discussion only as the provision of Section 169 (1) of the Companies Act, 1965 did not require them to be subject to a formal approval by the shareholders. Hence, this Agenda item would not be put forward for voting.

The Chairman informed the shareholders that the Minority Shareholders Watchdog Group (“MSWG”) had sent a letter with several questions on the Audited Accounts. The Secretary Mr Choo Se Eng then read out the questions and the answers provided by the Board for the benefit of the shareholders in attendance.

The Chairman then informed the shareholders that a copy of the reply to the questions from MSWG has been posted on the Company’s website.

After fielding questions brought up by some shareholders, the Chairman proceeded to the next item on the Agenda.
5. ORDINARY RESOLUTION NO. 1
APPROVAL FOR THE PAYMENT OF FINAL SINGLE TIER DIVIDEND OF 3.0 SEN
PER SHARE FOR THE FINANCIAL YEAR ENDED 31 MAY 2014                              
On the proposal by Mr William Woon and seconded by Mr Porani A/L S. P Sithambaram Pillay, the resolution was put to a vote by a show of hands. It was unanimously RESOLVED:-

“That the payment of a final Single Tier dividend of 3.0 sen per share for the financial year ended 31 May 2014 be and is hereby approved."
6. ORDINARY RESOLUTION NO. 2
APPROVAL OF DIRECTORS' FEES
On the proposal by Mr Willian Woon and seconded by Mr Porani A/L S.P Sithambaram Pillay, the resolution was put to vote by a show of hands. It was unanimously RESOLVED:-

“That the payment of Directors' fees of RM360,000 for the financial year ended 31 May 2014 be and is hereby approved.”
7. ORDINARY RESOLUTION NO. 3
RE-ELECTION OF TAN SRI IR (DR) MOHAMED AL AMIN ABDUL MAJID AS DIRECTOR
The Chairman Tan Sri Ir (Dr) Mohamed Al Amin Abdul Majid handed over the Chairman’s position to Dato’ (Dr) Siew Ka Wei to preside on Resolution No.3 which involved the re-election of Chairman himself.

On the proposal by Mr Porani A/L S. P Sithambaram Pillay and seconded by Mr Ong Aye Ho , the resolution to re-elect Tan Sri Ir (Dr) Mohamed Al Amin Abdul Majid as a Director was put to vote by a show of hands. It was unanimously RESOLVED:-

“That Tan Sri Ir (Dr) Mohamed Al Amin Abdul Majid who retired pursuant to Article 109 of the Company’s Articles of Association be and is hereby re-elected as Director of the Company.”

Dato’ (Dr) Siew Ka Wei then handed the Chairman’s position back to Tan Sri Ir (Dr) Mohamed Al Amin Abdul Majid.

8. ORDINARY RESOLUTION NO. 4
RE-ELECTION OF DATO’ (DR) SIEW KA WEI AS DIRECTOR
On the proposal by Mr William Woon and seconded by Mr Ong Aye Ho, the resolution to re-elect Dato’ (Dr) Siew Ka Wei as a Director was put to vote by a show of hands. It was unanimously RESOLVED:-

“That Dato’ (Dr) Siew Ka Wei who retired pursuant to Article 109 of the Company’s Articles of Association be and is hereby re-elected as Director of the Company.”
9. ORDINARY RESOLUTION NO. 5
RE-APPOINTMENT OF AUDITORS
On the proposal of Mr Porani A/L S.P Sithambaram Pillay and seconded by Mr Ong Aye Ho, the resolution was put to vote by a show of hands. It was unanimously RESOLVED:-

“That Messrs Ernst & Young be and are hereby re-appointed as Auditors of the Company for the financial year ending 31 May 2015 at a remuneration to be fixed by the Directors.”
10. AS SPECIAL BUSINESS
ORDINARY RESOLUTION NO. 6
PROPOSED ISSUANCE OF NEW ORDINARY SHARES OF RM1.00 EACH PURSUANT
TO SECTION 132D OF THE COMPANIES ACT, 1965                                                       
On the proposal of Mr Porani A/L S.P Sithambaram Pillay and seconded by Mr Teoh Ewe Hai, the resolution was put to vote by a show of hands. It was unanimously RESOLVED:-

"THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to issue new ordinary shares of RM1.00 each in the Company from time to time and upon such terms and conditions to such persons and for such purposes as the Directors may deem fit provided that the aggregate number of new ordinary shares to be issued pursuant to this resolution shall not exceed ten per centum (10%) of the total issued share capital of the Company AND THAT such authority shall commence upon the passing of this resolution until the conclusion of the next annual general meeting of the Company AND THAT the Directors are further authorised to make such applications to Bursa Malaysia Securities Berhad and to do all such things and upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company for the listing of and quotation for the new ordinary shares to be issued pursuant to this resolution.”
11. ORDINARY RESOLUTION NO. 7
PROPOSED NEW AND PROPOSED RENEWAL OF THE SHAREHOLDERS’
MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED MANDATE RRPT")                                                       
On the proposal by Mr Porani A/L S.P Sithambaram Pillay and seconded by Ms Anne Gan, the Ordinary Resolution was put to vote by a show of hands. It was unanimously RESOLVED:-

“THAT subject always to the Listing Requirements of Bursa Malaysia Securities Berhad, the Company and its subsidiaries shall be mandated to enter into the recurrent related party transactions of a revenue or trading nature and with those related parties as specified in Section 2.4 of Part A of the Circular to Shareholders / Statement dated 29 October 2014 subject further to the following:
(i) that the transactions are in the ordinary course of business, made on arm’s length and on normal commercial terms and are on terms not more favourable than those generally available to the public and not to the detriment of the minority shareholders;
(ii) that disclosure is made in the annual report, of the breakdown of the aggregate value of transactions conducted pursuant to the Shareholders’ mandate during the financial year based on the type of recurrent transactions made and the related parties involved;
(iii) that the authority conferred by such mandate shall continue to be in force from the date of this resolution, unless revoked or varied by resolution passed by shareholders of the Company at a general meeting, until the conclusion of the next annual general meeting of the Company or after the date it is required to be held pursuant to Section 143 (1) of the Companies Act, 1965 (“Act”) but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act; and
(iv) that the Directors and/or any one of them be and are hereby authorised to complete and to do all such acts and things, including executing such documents as may be required, to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”
12. ORDINARY RESOLUTION NO. 8
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE ON SHARE BUY BACK ("PROPOSED SHARE BUY-BACK")                                                                              
On the proposal by Mr Porani A/L S.P Sithambaram Pillay and seconded by Mr Teoh Ewe Hai the Resolution was put to vote by a show of hands. It was unanimously RESOLVED:-

“THAT subject to the Companies Act, 1965 (“Act”), the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company’s Articles of Association and other applicable laws rules regulations and guidelines of the relevant authorities, the Company be and is hereby authorised to utilise an amount not exceeding the total share premium account and retained profits of the Company to purchase such number of ordinary shares of RM1.00 each in the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the ordinary shares so purchased pursuant to this resolution shall in aggregate with the treasury shares as defined under Section 67A of the Act (“Treasury Shares”) then still held by the Company not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company AND THAT such authority shall commence upon the passing of this resolution until the conclusion of the next annual general meeting of the Company unless earlier revoked or varied by a resolution of the shareholders of the Company at a general meeting AND THAT the Directors be and are hereby authorised to either cancel the shares so purchased or retain same as Treasury Shares and may distribute the Treasury Shares as share dividend or to sell same in a manner they deem fit and expedient in the best interest of the Company and in accordance with the Act, the applicable laws rules regulations and guidelines of Bursa Securities and any other regulatory authorities for the time being in force.”
There being no other business, the meeting was terminated at 11.00 a.m. with a vote of thanks to the Chair.

CONFIRMED AS A CORRECT RECORD
by the CHAIRMAN

Date : 20 November 2014

CORPORATE GOVERNANCE

Terms of References
Board Charter
Minutes of AGM