Pharmaniaga : Notice of 25th AGM

Co. Reg. No.199801011581

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twenty-Fifth Annual General Meeting (AGM) of Pharmaniaga Berhad will be conducted entirely through live streaming from the Broadcast venue at Amphitheatre, Level 23, The Bousteador, No.10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan on Monday, 12 June 2023 at 2.30 p.m. for the purpose of transacting the following business:

AS ORDINARY BUSINESS

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

Explanatory Notes

1. Audited Financial Statements
   The Audited Financial Statements laid at this meeting pursuant to Section 340(1)(a) of the Companies Act 2016 are meant for discussion only. It does not require shareholders' approval, and therefore, shall not be put forward for voting.
2. Ordinary Resolutions 1 to 5 - Proposed Re-election of Directors in accordance with Article 117 and Article 123 of the Company's Constitution
   Article 117 of the Company's Constitution provides amongst others that at least one-third of the Directors who are subject to the retirement by rotation or, if their number is not three (3) or multiple of three (3), the number nearest to one-third shall retire from oce provided always that all Directors shall retire from oce once at least every three (3) years and shall be eligible for re-election.
   Directors who are standing for re-election pursuant to Article 117 of the Company's Constitution are as follows:
3. 1. Izaddeen Daud
   2. Dr. Abdul Razak Ahmad

The Nominating and Remuneration Committee ("NRC") of the Company has assessed the criteria and contribution of Izaddeen Daud and Dr. Abdul Razak Ahmad and recommended for their re-election. The Board endorsed the NRC's recommendation that Izaddeen Daud and Dr. Abdul Razak Ahmad be re-elected as Directors of the Company.

Article 123 of the Company's Constitution provides amongst others that the Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the Company's Constitution. Any Director so appointed shall hold oce only until the conclusion of the next following AGM of the Company and shall then be eligible for re-election.

Directors who are standing for re-election pursuant to Article 123 of the Company's Constitution are as follows:

1. Datuk Lim Thean Shiang
2. Dr. Mary Jane Cardosa
3. Ahmad Shahredzuan Mohd Shari

The profiles of the Directors who are standing for re-election are set out on pages 98, 99, 102, 103 and 104 of the Integrated Report 2022 and published on the Company's website, www.pharmaniaga.com. Details of their interests in securities are set out on page 318 of the Integrated Report 2022.

3. Ordinary Resolutions 6, 7 and 8 - Non-Executive Directors' Remuneration

Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting.

In respect of this, the Board wishes to seek shareholders' approval for the payment of Directors' fees and meeting allowances payable to Non-Executive Directors of Pharmaniaga Berhad from 13 June 2023 until the conclusion of the next AGM of the Company in three (3) separate resolutions as set out below:

Ordinary Resolution 6 seeks approval for payment of Directors' fees and meeting allowances for Pharmaniaga Berhad.

Pharmaniaga Berhad

Ordinary Resolution 7 seeks approval for payment of meeting allowances to Directors for directorship in Pharmaniaga Berhad subsidiaries in Malaysia.

Subsidiaries of Pharmaniaga Berhad in Malaysia

Ordinary Resolution 8 seeks approval for payment of Directors' fees and meeting allowances to Directors for directorship in Pharmaniaga Berhad subsidiaries in Indonesia.

Indonesia Subsidiaries of Pharmaniaga Berhad

4. Ordinary Resolution 9 - Director's Remuneration Framework

Section 230(1) of the Companies Act 2016 provides amongst others that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at the general meeting.

Ordinary Resolution 9 seeks approval for payment of benefits in kind payable to the Chairman and Directors of Pharmaniaga Berhad from 13 June 2023 until the conclusion of the next AGM of the Company comprising the following, with or without modifications:

1. Ordinary Resolution 10 - Re-appointment of Auditors
   The Board and Audit Committee of the Company are satisfied with the quality of service, adequacy of resources provided, communication, interaction skills and
   independence, objectivity and professionalism demonstrated by the External Auditors, Messrs. PricewaterhouseCoopers PLT in carrying out their functions. Being satisfied with the External Auditors' performance, the Board recommends the re-appointment of the External Auditors' for shareholders' approval at the Twenty-Fifth AGM.
2. Explanatory Notes to Special Business
3. 1. Ordinary Resolution 11 - Authority for Directors to Allot and Issue Shares
      Ordinary Resolution 11, if passed, will give powers to the Directors to issue up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company.
      This authority will, unless revoked or varied by the Company at a general meeting, expire at the conclusion of the next AGM.

The authority will provide flexibility to the Company for any possible fund-raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.

As at the date of this Notice, no new shares in the Company were issued pursuant to the authority granted to the Directors at the Twenty-Fourth AGM held on 13 June 2022, the mandate of which will lapse at the conclusion of the Twenty-Fifth AGM to be held on 12 June 2023.

1. Ordinary Resolution 12 - Recurrent Related Party Transactions
   Ordinary Resolution 12, if passed, will enable the Company and/or its Subsidiaries to enter into recurrent transactions involving the interests of related parties, which are of a revenue or trading nature and necessary for the Group's day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company ("Mandate"). Further information on the Mandate is set out in the Circular to Shareholders dated 28 April 2023.

Notes

1. The AGM will be conducted on a virtual basis through live streaming whilst the online remote voting will be via Remote Participation and Voting ("RPV"). Both facilities are available on Tricor Investor & Issuing House Services Sdn Bhd's TIIH Online website at https://tiih.online.
2. Please follow the procedures provided in the Administrative Notes for the AGM in order to register, participate and vote remotely via the RPV facilities.
   Shareholders are to participate (including posing questions to the Board via real time submission of typed texts) and vote remotely at the AGM via the RPV provided by Tricor via its TIIH Online website at https://tiih.online.
3. The Broadcast venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of the Meeting to be at the main venue. No shareholders/proxy(ies) from the public will be physically present at the meeting venue on the day of the meeting.
4. For the purpose of determining who shall be entitled to participate in the AGM via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, the Record of Depositors as at 6 June 2023. Only members registered in the Record of Depositors shall be entitled to participate in the AGM via RPV.
5. A member of the Company entitled to participate in the AGM via RPV is entitled to appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to participate in his/ her place. A proxy may but need not be a member of the Company.

1. A member of the Company entitled to attend and vote at a general meeting of the Company may appoint not more than two proxies to participate at the AGM via RPV. Where a member appoints more than one proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (Central Depositories Act), it may appoint not more than two proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
3. 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 is no limit to the number of proxies which the exempt authorised nominee may appoint irspect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
4. A member who has appointed a proxy or attorney or authorised representative to participate, speak and vote at the AGM via RPV must request his/her proxy to register himself/herself for RPV at TIIH Online website athttps://tiih.online. Please follow the procedures provided in the Administrative Notes for the AGM in order to register, participate and vote remotely via the RPV facilities.
5. The appointment of proxy may be made in a hardcopy form or by electronic means as follows:
6. 1. In hard copy form
      In the case of an appointment made in hard copy form, the proxy form must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3,

Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, no later than Saturday, 10 June 2023 at 2.30 p.m.

1. By electronic form
   The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at https://tiih.online. Kindly refer to the Administrative Notes on the procedures for electronic lodgement of proxy form via TIIH Online.

11. Any authority pursuant to which such appointment is made by a power of attorney must be deposited with Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3,

Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No.8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the AGM or adjourned general meeting at which the person named in the appointment proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.

1. For a corporate member who has appointed an authorised representative, please deposit the original certificate of appointment with the Share Register of the Company at Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of appointment should be executed in the following manner:
2. 1. If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the constitution of the corporate member.
   2. If the corporate member does not have a common seal, the certificate of appointment of authorised representative should be axed with the rubber stamp of the corporate member (if any) and executed by:
   3. 1. at least two (2) authorised ocers, of whom one shall be a director; or
      2. any director and/or authorised ocers in accordance with the laws of the country under which the corporate member is incorporated.
3. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the AGM of the Company shall be put to vote by way of a poll.