Reporting of Beneficial Ownership of shares in the company

Version 1.0 | This Policy was approved on 23 February 2024.

1. Introduction:

This policy is in accordance with Section 56 of the Companies Act 2016 and the “Guideline For The Reporting Framework For Beneficial Ownership of Legal Persons” issued by the Companies Commission of Malaysia. The aim of this policy is to act as a general framework and guidance for shareholders to disclose and inform the Company of the ultimate beneficial ownership of their shares and/or any agreement affecting their entitlement to exercise their voting rights.

2. Effective Date:

This policy has been adopted by the Board of Directors and shall come into force with effect from passing of the Directors’ Resolution.

3. Definitions:

“Act” means the Companies Act 2016;

“BO” means the ultimate owner of one or shares in the Company and does not include a nominee of any description;

“Board” means the Board of Directors of the Company and includes its committees (if any);

“CCM or SSM” means the Companies Commission of Malaysia, also known as the Registrar of Companies Malaysia or Suruhanjaya Syarikat Malaysia;

“interest in shares” means an interest in shares as defined under Section 8 of the Companies Act 2016;

“Member” means a person whose name is entered in the register of members as the holder for the time being of one or more shares (irrespective of the types or class of shares) in the Company;

“Policy” means the “POLICY ON REPORTING OF BENEFICIAL OWNERSHIP OF SHARES IN THE COMPANY”

4. Scope and Application:

4.1 This policy outlines the Company’s implementation of Section 56 of the Act and the “Guideline For The Reporting Framework For Beneficial Ownership of Legal Persons” issued by CCM to enable the Company to obtain the BO information from its shareholders and record such information in a separate part of the register of members.

4.2 This policy applies to all shareholders of the Company to enable the seeking of information on the “ultimate owner of shares” who is an individual (natural person) who meets one or more of the following criteria:

a) has interest, directly or indirectly not less than 20% of the shares of the Company;

b) holds, directly or indirectly not less than 20% (twenty per centum) of the voting shares of the Company;

c) has the right to exercise ultimate effective control whether formal or informal over the company; or the directors or the management of the Company;

d) has the right or power to directly or indirectly appoint or remove a director(s) who holds a majority of the voting rights at the meeting of directors; or

e) is a member of the Company and, under an agreement with another member of the Company, controls alone a majority of the voting right in the Company.

5. Notice to Member to Obtain Information:

5.1 The Company may, by notice in writing at least once in a calendar year, require any member within such reasonable time as is specified in the notice:

i. to inform the Company whether he holds any voting shares in the Company as beneficial owner or as trustee; and

ii. if he holds the voting shares as trustee, to indicate so far as he can the persons for whom he holds the voting shares by name and by other particulars sufficient to enable those persons to be identified and the nature of their interest.

5.2 Where the Company is informed that a person, whether a member or not, having an interest in any of the voting shares in the Company is beneficial owner or as a trustee, the Company may be notice in writing require that person within such reasonable time as is specified in the notice:

i. to inform the Company whether he holds that interest as beneficial owner or as trustee; and

ii. if he holds the voting shares as trustee, to indicate so far as he can the persons for whom he holds such interest by name and by other particulars sufficient to enable those persons to be identified and the nature of their interest.

5.3 The Company may, by notice in writing at least once in a calendar year, require any member within such reasonable time as is specified in the notice:

i. to inform the Company whether any of the voting shares carried by any voting shares in the Company held by him are the subject of an agreement or arrangement under which another person is entitled to control his exercise of those rights; and

ii. if the member is under such an agreement or arrangement, to give particulars of the agreement or arrangement and the parties to such agreement or arrangement.

6. Obligation of Member to Inform Company:

6.1 If a member of the Company has received a notice issued under Paragraph 5 herein, the member has an obligation to inform the Company whether he is the BO or has met at least one of the criteria stated under paragraph 4.2 of this Policy, as a trustee or that the voting rights held by him is subject to an agreement or arrangement in which another person is entitle to exercise that voting rights.

6.2 A member shall notify the Company when there are changes in the BO information. 6.3 A member commits an offence under Section 56 of the Act if he:

a) does not reply to the notice issued by the Company; or

b) in purported compliance with such a notice makes any statement which he known to be false in a material particular or recklessly makes any statement which is false in a material particular, unless he can prove that the information in question was already in possession of the Company or that the requirement to give it was for any reason, frivolous or vexatious.

7. Supporting Document:

7.1 In identifying and verifying the BO information, the Company may require a member to provide such documents as are necessary which may include, but are not limited to, certified copies of a national identification card, passport of other similar documents, founding documents and agreements regulating the power to bind the Company.

7.2 The supporting documents shall be kept by the Company at the same location with the register of BO to show that reasonable steps have been taken in identifying the BO.

7.3 Supporting documents that are kept may be:

a) either in the national language or English language;

b) either in physical or electronic form; and

c) from the day the individual becomes a BO and up until 7 years after such individual ceases to be a BO.

8. Keeping of BO Information:

8.1 The Company shall ensure that the BO information and the supporting documents to verify the BO information are in order and kept at the registered office or at the same place the register of members or the register of partners is kept.

8.2 The BO information and the supporting documents shall be kept for at least 7 years from the date a person ceases to be a BO.

8.3 The BO information shall be kept either in the national language or English language and may be kept either in physical or electronic form.

9. Access to BO Register and Information:

9.1 The Company shall ensure that the BO information can be accessed in a timely manner by the competent authorities and the law enforcement agencies as and when required. Competent authorities, law enforcement agencies, the BO and the persons authorized by the BO may be provided with copies of the BO information and supporting documents, upon request.

9.2 The Company shall give access in a timely manner to the BO whose name is recorded in the register of BO or the persons authorized by the BO as and when requested in writing. For the avoidance of doubt, a BO shall only be given access to the BO information relating to him.

10. Review & Contact Details:

10.1 This policy shall be reviewed periodically by the Board of Directors in accordance with the requirements of the Act and/or such guidelines, directives or policies that may be issued by CCM or other competent authorities from time to time.