AFFIN HOLDINGS BERHAD(23218-W)

Private & Confidential

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AFFIN BANK BERHAD

(Company No. 25046-T)

(Incorporated in Malaysia)

MINUTES OF THE FORTY-THIRD ANNUAL GENERAL MEETING OF AFFIN BANK BERHAD

HELD AT THE TAMING SARI GRAND BALLROOM, ROYALE CHULAN HOTEL, 5 JALAN

CONLAY, 50450 KUALA LUMPUR ON MONDAY, 29 APRIL 2019 AT 10.00 A.M.

PRESENT:-

DIRECTORS

YABHG GEN. DATO' SERI DIRAJA TAN SRI (DR.) MOHD ZAHIDI BIN HJ ZAINUDDIN (RETIRED)

– CHAIRMAN (ALSO SHAREHOLDER)

ENCIK MOHD SUFFIAN BIN HAJI HARON (ENCIK SUFFIAN)

YBHG. TAN SRI MOHD GHAZALI BIN MOHD YUSOFF (TAN SRI GHAZALI)

ENCIK ABD MALIK A RAHMAN (ENCIK MALIK) (ALSO SHAREHOLDER)

DATO’ ABDUL AZIZ BIN ABU BAKAR (DATO’ AZIZ)

DATO’ MOHD HATA BIN ROBANI (DATO’ HATA)

MR. IGNATIUS CHAN TZE CHING (MR. TC CHAN)

MR. JOSEPH YUK WING PANG (MR. JOSEPH PANG)

DATO’ ROZALILA BINTI ABDUL RAHMAN (DATO’ ROZA)

SHAREHOLDERS & PROXIES :-

AS PER ATTENDANCE LIST

IN ATTENDANCE

ENCIK KAMARUL ARIFFIN BIN MOHD JAMIL

(GROUP CHIEF EXECUTIVE OFFICER)

MR RAMANATHAN RAJOO

(CHIEF FINANCIAL OFFICER, AFFIN BANK BERHAD)

MS LEE YOKE KIOW

(CHIEF CORPORATE SERVICES OFFICER)

PUAN NIMMA SAFIRA BINTI KHALID

(COMPANY SECRETARY)

ENCIK NAZLEE BIN KHALIFAH

(CHIEF EXECUTIVE OFFICER, AFFIN ISLAMIC BANK BERHAD)

DATUK MAIMOONAH BINTI HUSSAIN

(GROUP MANAGING DIRECTOR, AFFIN HWANG INVESTMENT BANK BERHAD)

ENCIK JOHAN ROZALI-WATHOOTH

(AFFIN HWANG ASSET MANAGEMENT BERHAD)

MR KELVIN WONG WEI WIN

(CEO, AXA AFFIN LIFE INSURANCE BERHAD)

MS EMMANUEL NIVET

(AXA AFFIN GENERAL INSURANCE BERHAD)

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COMMENCEMENT OF THE MEETING

There being a quorum, the Chairman, Tan Sri Zahidi called the meeting to order and

extended a warm welcome to Board members, guests and shareholders to the forty-third

(43

) Annual General Meeting (AGM) (43

AGM) which is the second AGM to be held after

the listing of Affin Bank Berhad (ABB or the Company) on the Main Market of Bursa

Malaysia Securities Berhad on 2 February 2018.

The Chairman introduced the members of Board of Directors and Senior Management of

Affin Bank Berhad and its subsidiaries present at the meeting.

The Chairman expressed his appreciation to those who have taken their time to attend the

AGM.

The Chairman further acknowledged the attendance of corporate representatives of

Lembaga Tabung Angkatan Tentera attending this meeting who are YBhg Datuk Zakaria Bin

Sharif and Puan Saira Banu Chara Din; Corporate representative of Minority Shareholders

Watchdog Group or MSWG, Mr. Devanesan Evanson and Corporate representative of

Employees Provident Fund Board (EPF), Encik Muhammad Izham bin Rusli.

NOTICE OF MEETING

The Notice convening the meeting having been served on shareholders, was taken as read.

POLL

The Chairman, pursuant to Article 82(1)(a) of the Company’s Constitution, exercised his

right as Chairman of the meeting, demand a poll be conducted through electronic voting on

all resolutions set out in the Notice of the Company’s 43

AGM at the end of the meeting.

The poll was conducted by Tricor Investor & Issuing House Services Sdn Bhd, the Poll

Administrator appointed by the Company.

The votes cast were validated by Asia Securities Sdn Bhd, the Independent Scrutineers

appointed by the Company.

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FINANCIAL PERFORMANCE

The Chairman invited En. Kamarul Ariffin bin Mohd Jamil, the Group Chief Executive Officer

(Group CEO) to make a presentation to Shareholders on the financial performance of the

Group for financial year ended 31 December 2018.

The key highlights of the presentation were as follows:-

Affin Bank Berhad

Affin Bank Group reported a higher PBT of RM675.0 million in 2018 as compared to

RM550.7 million achieved in 2017 driven by the increase in net fee and commission income,

Islamic banking income, net gain on financial instruments and other operating income.

Comparing the results of Affin Bank Group in financial year 2018 and Affin Holdings Group

in financial year 2017, the PBT was lower by RM18.2 million from RM693.2 million to

RM675.0 million, mainly due to lower net gains on financial instruments during the financial

year. At the Bank level, Affin Bank also recorded a PBT of RM675.0 million in 2018 as

compared to RM374.4 million mainly due to higher dividend income, higher other income

and lower allowance for credit impairment losses, offset by lower net interest income.

Affin Islamic Bank Berhad

Affin Islamic Bank reported higher PBT of RM155.4 million in 2018 as compared to RM118.0

million in 2017 mainly due to increase in operating income in line with the increase in

financing growth of 21.3%, net of higher overhead expenses.

Affin Hwang Capital

Affin Hwang Capital recorded a consolidated PBT of RM160.5 million, compared to a higher

result of RM182.3 million in 2017. For the year under review, the Bank increased its Bursa

trading market share to 12.6% from 11.9% in the previous year, maintaining its pole

position in the local domestic market for the 5

year running, and launched two new

innovative products to further diversify its offering to clients and expanded its presence in

the market. Affin Hwang Asset Management achieved a PBT of RM107.3 million in 2018 and

grew its Asset Under Administration, albeit marginally by 0.8% to RM47.8 billion from

RM47.4 billion in 2017.

AXA Affin Life Insurance Berhad (51% Joint Venture)

AXA Affin Life reported a lower pre-tax loss of RM7.3 million in 2018 as compared to a pre-

tax loss of RM26.1 million in 2017 mainly due to lower reserve for future policyholders’

liabilities and better operating earnings. AffinBank’s share of loss in 2018 was RM3.1

million. During the financial year, there was an improvement in new business margin from

42% to 47%, driven by focus on higher margin protection, health protection, health

products and effective cost management, despite lower annualised new business premium.

AXA Affin General Insurance Berhad (49.95% Associate)

AXA Affin General reported a PBT of RM140.0 million mainly attributable to higher

investment income, stable underwriting results and capital gains on disposal of

investments, net of higher claims incurred. Affin Bank’s share of profit in 2018 was RM50.0

million. The gross written premium grew by 4.8% backed by momentum in Motor, Health

and Retail businesses.

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AFFINITY Transformation Program - Strategic Risk Program

The Bank has commenced a Strategic Risk Program early 2018, of which a total of 24

initiatives and 36 projects will be undertaken over a three-year period. The risk

transformation journey is an evolvement from current “traditionalist” role which focused on

regulatory compliance, controls and risk mitigation, to the desired target state of

“specialist” role for the Bank’s Risk Management. The target state of “specialist role” is

envisaged to have a more advanced capabilities in terms of sophistication, analytics and

systems and focused on enabling risk-reward decision making as well as more proactive risk

management and business advisory/strategic function across the Group.

Priority Islamic Policy

The Group has adopted a Priority Islamic Policy (PIP) approach to tap into the faster growing

Islamic banking segment within the industry which had contributed to good performance. In

2018, the Priority Islamic Policy achieved 39% of total Islamic Financing Portfolios against

total Affin Bank’s and Affin Islamic Bank’s Portfolio target of 40% by year 2020.

Dividend Reinvestment Plan

A Dividend Reinvestment Plan (DRP) had been established by the Bank following the

approval of the Shareholders at the EGM held on 15 May 2018. The DRP gives the

shareholders of the Company the option to reinvest their whole of portion of the Dividend

for which the reinvestment option applies in new Affin Bank shares. Affin Bank had declared

and paid a single-tier dividend of 5.0 sen per share for financial year ended 31 December

2018. The 1

Dividend Reinvestment Plan had been applied to the interim dividend and the

take up rate was 92.7% of the total interim dividend. The DRP will also made available for

any dividend to be declared in future, which the Board may in its absolute discretion,

determine whether the DRP will be applied to the dividend and the portion of the dividend

that can be reinvested into new Affin Banks hares.

Capital Management Plan Of Affin Bank / Affin Islamic Bank

The capital management initiatives completed in 2018 are as follows:

Establishment of Additional Tier 1 Capital Securities (ATICS) Programme up to RM3 billion in

nominal value during the year by Affin Bank. On 31 July 2018, the Bank had issued RM500

million in nominal value of ATICS under the said programme.

Establishment of sukuk programme by Affin Islamic Bank of up to RM5.0 billion in nominal

value for the issuance of Senior Sukuk Murabahah, Tier 2 Sukuk Murabahah and/or

Additional Tier 1 Sukuk Wakalah from time to time.

Affin Islamic had in October 2018 issued RM300 million in nominal value of Additional Tier 1

Sukuk Wakalah and RM800 million in nominal value of Tier 2 Sukuk Murabahah under the

said Programme.

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ORDINARY BUSINESS

➢ AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER

2018 AND REPORTS OF THE DIRECTORS AND AUDITORS

The Company’s Audited Financial Statements for the financial year ended

31 December 2018 together with the Reports of the Directors and Auditors were laid

before the Company at this meeting pursuant to Section 340(1)(a) of the Companies

Act, 2016.

The Minority Shareholder Watchdog Group (MSWG) had per their letter dated 23 April

2019 raised some points on the Company’s strategy/financial matters. The Company

had vide letter dated 26 April 2019 provided the responses to MSWG.

The questions from MSWG and responses from the Company were as follows:-

Questions by MSWG (Question 1)

In the Management Discussion & Analysis(“MD&A”, page 44 & 45, Annual Report),

AFFIN Islamic’s priorities in 20

will be in line with the Group initiatives under

the AFFINITY Programme which

to focus on profitability growth and operating

efficiencies

The Bank

aiming to enhance

its

Group’s

Islamic

inancing portfolio to

40%

by year 2020 as per the

BNM’s 10-year Financial Sector Blueprint. Wha

t is

the

latest Quarter 1 figures achieved by the Group’s Islamic financing

portfolio?

With the challenging business environment in FY2019, what would be the target

for

FY20 19, in particular the key focus on Small Medium Enterprises segment?

Response by Affin Bank Berhad (Question 1)

As at 31 March 2019, the Islamic financing portfolio achieved 39% of the total financing

portfolio of Affin Bank and Affin Islamic Bank as compared to the target of 40% by year

2020. With the challenging business environment in FY2019, the Bank has a target

growth of about 10% for loans and deposits in the Small Medium Enterprises (SMEs)

segment with planned expansion in the foot print which will enable the Bank to have an

added coverage to meet the targeted growth rate. The Bank remains cautiously

optimistic in the SMEs segment. Several new products and propositions will be rolled

out in year 2019, amongst others include a new start-up financing, a digital-based SME

resource application as well as a few bancassurance offerings. Together with some

external stakeholders, there will be new services (i.e. e-wallet, upskilling and knowledge

sessions) to the market in ensuring SMEs receive the necessary support in line with our

commitment to grow this segment.

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Questions by MSWG (Question 2)

As staled on page 37, MD&A, the property market remained sluggish and

subdued in FY2018 with an overhang of 30,000 unsold completed residential units

entering 2019. What strategy is your Group employing in 2019 to maintain its

performance in the mortgage segment that continued to register strong growth,

increasing by RM2.1 billion

from RM8.5 billion in 2017 to RM10.6 billion in 2018? Can

you elaborate on the statement “ Capitalising on the robust demand for more

affordable properly, the Bank shifted to focus on selective acquisitions in this

segment”?

Response by Affin Bank Berhad (Question 2)

The Group’s strategy to maintain its performance in the mortgage segments in

2019

includes the following:-

(a)

Effective leadership at sales hub with the right sales team who understand

the mission

of the Bank and are committed to achieving business target.

Achievement of targets

and productivity of sales by individuals and the

team are being tracked and

recognized on a monthly basis;

(b)

Differentiation in product offerings by selling and promoting the benefits

of value

based Islamic financing which differentiate ABB from other

competitors;

(c)

Mapping of developers end product to targeted product types, price range

and

customer segment. The focus is more on residential properties and

financing meant

for own dwelling;

(d)

Promote brand awareness by having more active relationship with local

developers

and real estate agents; and

(e)

Having regional operating model of credit and fulfillment centre to improve

the

turnaround lime which allow the Bank to score more points amongst the

local

developers, solicitors and customers.

Despite the accelerating loan growth in 2018, the Bank remains cautious on the

report of

overhang of unsold completed residential units and the slide in

properties value entering 2019.

Given the sluggish property market outlook, the

demand for affordable property will still

remain high with the government initiative

to waive the stamp duty on the instrument of transfer and loan agreement for

property price of RM300,000 up to RM1 million. This

initiative has driven many

developers to adjust their launch pipeline by building

affordable homes with

price range between RM300,000 to RM700,000.

Questions by MSWG (Question 3)

We note that on page 38 of the MD&A, your card business had outperformed

the

industry growth in 2018 with double digit growth recorded in all key business

drivers such

as Card base at 50% vs industry at 5%, Billings at 22% vs industry at 8%,

and Receivables at

29% vs industry at 4%. What are the measures taken to ensure

that the strong growth in credit card receivables are managed to prevent the

receivables from turning non-performing?

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Response by Affin Bank Berhad (Question 3)

The measures taken by the Bank to ensure that the strong growth in credit card

receivables are managed, to prevent the receivables from turning non-

performing, are

summarized below:-

(a)

acquire the right good quality customers in high net wealth and mass

affluent

segment;

(b)

provide education and awareness training for sales channels to acquire

the right

target segment and supported by strong collection strategies, such

as proactive credit management, close monitoring of accounts from early

stage to identify early warning triggers

and take appropriate counter

measures, intensify efforts for recovery of impaired loans and written off

accounts;

(c)

Active engagement with panel debts collection agencies to step up

recovery

efforts.

(d)

Pre-emptive measures to curb credit cost

(e)

Exit the relationship with high dormant customers with no further

business

opportunities.

Questions by MSWG (Question 4)

What are the measures you have taken to strengthen the sales culture at the branches

in your Automotive segment (page 37, MD&A), and maintain your market share? How

do you manage the growth of the automotive portfolio with asset preservation strategy

as a key focus?

Response by Affin Bank Berhad (Question 4)

To strengthen the sales culture at the branches, the keyword is "engagement". We

have

been constantly engaged with our hubs and dealers, sharing information with

them and

looking into ways to help them to improve sales. For example, ABB is the

first financial

institution to offer Guaranteed Auto Protection or GAP to its hirers in

Malaysia. GAP is an

insurance that covers the difference between the insurance

claim amount and new

price of vehicle in event of a total loss or unrecoverable

theft. This insurance plan is

underwritten by AXA AFFIN General Insurance Berhad.

When GAP was launched in April 2015, the Bank had educated its sales personnel

as well as its dealers nationwide on its valued propositions and the sales

approach. To date, the

Bank managed to achieve a total premium of

approximately RM26 million from GAP

policies.

We always measure the loan growth target and this has allowed us to focus on

automotive market segments that have lower default rates especially in the light

of the

requirement of MFRS 9. For example, hirers of new Japanese cars in

general are better

paymasters. Another important aspect of asset reservation

strategy apart from selecting the right car segment is to get the right customer

from the beginning.

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The Employee Provident Fund had raised some points on the Company’s

strategy/financial matters. The questions from EPF and responses from the Company

were as follows:-

Questions by EPF (Question 1)

Referring to page 37 of Annual Report, we noticed a strong 23% growth in mortgage

segment, well above the 8-9% of industry. Hence, could the company give us some

colour on key initiatives for such a high growth?

Response by Affin Bank Berhad (Question 1)

The key initiatives undertaken by the bank for the strong growth in the mortgage

segment are as follows:-

a) Effective leadership at sales hub with the right sales team who understand the

mission of the Bank and committed to achieving business targets. Achievement of

targets and productivity of sales by individuals and the team are being tracked and

recognised on a monthly basis.

b) Differentiation of product offerings by selling and promoting the benefits of value

based Islamic financing which differentiate ABB from other competitors.

c) Mapping of developers end product to targeted product types, price range and

customer segment. The focus is more on residential properties and financing

meant for own dwelling.

d) Promote brand awareness by having more active relationship with local

developers and real estate agents.

e) Having regional operating model of credit and fulfillment centre to improve the

turnaround time, which allow the Bank to score more points amongst the local

developers, solicitors and customers.

Questions by EPF (Question 2)

Corporate Banking Division’s deposits posted 20.2% growth in FY18, higher than

industry average of 7.7%. However, total loan for this segment only fell by 1.3%. Hence,

we believe that the higher funding costs in FY18 was attributed to this expensive deposit

vs retail deposits. Apart from rising BLR by +10bps recently, is there any strategy left to

manage this higher funding costs environment for example to let go some of these

expensive deposits?

Response by Affin Bank Berhad (Question 2)

The strategy to manage the high funding cost is to control and closely monitor our fixed

deposits (FD) booking where we will be selective in taking new FD customers especially

those customers who are interest rate sensitive. By being selective, we may need to go

some of the expensive FD customers.

The Corporate Banking Division (CBD) will also introduce campaigns/programs to solicit

new current account (CA) customers as well as to retain/defend our existing CA base.

This cheaper deposit product will help us to improve our funding cost and the net

Interest margin (NIM). CBD will be launching a new robust platform with extensive cash

management and trade finance capabilities. This new transaction banking system (NTBS)

is expected to go-live in July 2019 which will enable the Bank to unlock new revenue

potential across its business.

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Questions by EPF (Question 3)

Referring to page 47 of Annual Report, Affin Hwang Capital’s FY18 earnings was lower in

comparison to FY17 net profit due to higher credit costs. We would like to seek for

clarification on the higher credit costs?

Response by Affin Bank Berhad (Question 3)

The higher year-on-year credit costs in financial year 2018 was largely due to provision

for individual impairment made for two (2) fixed income assets that were impaired

during the year. The impairments were triggered and provided for in the accounts based

on the shortfall between the respective assets’ book and recoverable values computed

based on the proposed restructuring / scheme of arrangement at the material time.

Questions by EPF (Question 4)

On director’s remuneration, referring to page 245 and 246 of Annual Report, we noticed

that En. Abd Malik bin A Rahman remuneration has doubled from RM363,000 to

RM750,000 and the latest figure was actually higher than Mr. Chairman’s remuneration.

Hence, we appreciate if Affin Bank can give us some colour to the higher payment to En.

Abd Malik.

Response by Affin Bank Berhad (Question 4)

The director’s remuneration for En Abd Malik A Rahman (En Malik) at Group level for

financial year 2018 comprised the full year remuneration from Affin Bank Berhad (ABB),

Affin Hwang Investment Bank Berhad (AHIB), Affin Hwang Asset Management Berhad

(AHAM) and an amount of RM152,000, being the director’s remuneration paid by AHB.

AHB became a subsidiary of ABB upon the transfer of its listing status to ABB in February

2018. For financial year 2017, the remuneration of En Malik from ABB was accounted

for the full year while for AHIB and AHAM, his remuneration was accounted for three

months only, post-acquisition of AHIB and AHAM by Affin bank Berhad (ABB) from Affin

Holdings Berhad (AHB) pursuant to the Group’s re-organisation completed in October

2017 with ABB as the new bank holding company.

Questions by EPF (Question 4)

We do appreciate the company’s efforts in disclosing remuneration of individual

directors. However, in line with the step up practise under the Malaysian Corporate

Governance Code, it would be great if Affin Bank can provide more details on the

remuneration package for the top five management team, in addition to the

information on payments to the board members. We also would like to have details on

the median, mean and minimum payments to employees (company-wide and group-

wide) as EPF encourages the disclosures of information such as the ‘highest-to-median

employee wage’ and ‘highest-to-lowest employee wage’ ratios. This is in support of the

government’s initiative in the Budget 2019 for public listed companies in Malaysia to

disclose key pay metrics each year in their annual report.

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Response by Affin Bank Berhad (Question 4)

The Board is of the view that such disclosure would be disadvantageous to the Bank,

given the highly competitive nature in the industry and where poaching of top

executives is common. The Board wishes to assure all shareholders that the

remuneration of Directors and Senior Management commensurate with the individual’s

performance, accountabilities and responsibilities benchmarked against the market. The

remuneration of Senior Management is based on their experience, expertise, skills and

industry benchmarks. Total remuneration of senior management is also set out in the

Audited Financial Statements for the financial year 2018, which allow shareholders to

assess whether the remuneration of senior management commensurate with their

performance, taking into consideration the Bank’s performance. Once such disclosures

and ratios become industry practice, ABB will do the same.

ORDINARY RESOLUTION 1

➢ RE-ELECTION OF GEN. DATO’ SERI DIRAJA TAN SRI (DR.) MOHD ZAHIDI BIN HAJI

ZAINUDDIN (R), WHO RETIRES BY ROTATION PURSUANT TO ARTICLE 118 OF THE

COMPANY’S CONSTITUTION

The Chairman handed over the Chair to Encik Mohd Suffian bin Haji Haron as he is the

interested party in the matter to be discussed.

Encik Mohd Suffian bin Haji Haron took over the Chair and informed the Meeting that

Gen. Dato’ Seri Diraja Tan Sri (Dr.) Mohd Zahidi Bin Haji Zainuddin (R) was subject to

retirement under Article 118 of the Company’s Constitution and being eligible, had

offered himself for re-election.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT Gen. Dato’ Seri Diraja Tan Sri (Dr.) Mohd Zahidi Bin Haji Zainuddin (R), retiring

pursuant to Article 118 of the Company’s Constitution, be and was thereby re-elected

as Director of the Company.”

At this juncture, the Chairman continued to chair the Meeting.

ORDINARY RESOLUTION 2

➢ RE-ELECTION OF ENCIK MOHD SUFFIAN BIN HAJI HARON, WHO RETIRES BY ROTATION

PURSUANT TO ARTICLE 118 OF THE COMPANY’S CONSTITUTION

The Chairman informed the Meeting that Encik Mohd Suffian bin Haji Haron was subject

to retirement under Article 118 of the Company’s Constitution and being eligible, had

offered himself for re-election.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT Encik Mohd Suffian bin Haji Haron, retiring pursuant to Article 118 of the

Company’s Constitution, be and was thereby re-elected as Director of the Company.”

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ORDINARY RESOLUTION 3

➢ RE-ELECTION OF TAN SRI MOHD GHAZALI BIN MOHD YUSOFF WHO RETIRES BY

ROTATION PURSUANT TO ARTICLE 118 OF THE COMPANY’S CONSTITUTION

The Chairman informed the Meeting that Tan Sri Mohd Ghazali Bin Mohd Yusoff was

subject to retirement under Article 118 of the Company’s Constitution and being

eligible, had offered himself for re-election.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT Tan Sri Mohd Ghazali Bin Mohd Yusoff, retiring pursuant to Article 118 of the

Company’s Constitution, be and was thereby re-elected as Director of the Company.”

ORDINARY RESOLUTION 4

➢ RE-ELECTION OF DATO' ROZALILA BINTI ABDUL RAHMAN WHO RETIRES PURSUANT TO

ARTICLE 124 OF THE COMPANY’S CONSTITUTION

The Chairman informed the Meeting that Dato’ Rozalila Binti Abdul Rahman was subject

to retirement under Article 124 of the Company’s Constitution and being eligible, had

offered herself for re-election.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT Dato’ Rozalila Binti Abdul Rahman, retiring pursuant to Article 124 of the

Company’s Constitution, be and was thereby re-elected as Director of the Company.”

ORDINARY RESOLUTION 5

➢ PAYMENT OF DIRECTORS’ FEES, OTHER EMOLUMENTS AND BENEFITS AMOUNTING TO

RM2,287,000 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018

The Chairman of the Meeting sought approval of the shareholders on the proposed

payment of Directors’ Fees, other emoluments and benefits amounting to RM2,287,000

for the financial year ended 31 December 2018.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT Directors’ Fees, other emoluments and benefits amounting to RM2,287,000 for

the financial year ended 31 December 2018, be approved for payment to the

Directors”

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ORDINARY RESOLUTION 6

➢ PAYMENT OF NON-EXECUTIVE DIRECTORS’ REMUNERATION WITH EFFECT FROM THE

ANNUAL GENERAL MEETING (AGM) UNTIL THE NEXT AGM OF THE COMPANY

The Chairman of the Meeting sought approval of the shareholders on the proposed

payment of Directors’ Fees, other emoluments and benefits based on the present

Directors’ remuneration structure from 1 January 2019 to the date of the next Annual

General Meeting of the Company.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT the payment of Directors’ Fees, other emoluments and benefits payable to the

Directors based on the present Directors’ remuneration structure from 1 January 2019

to the date of the next Annual General Meeting of the Company, be approved.”

ORDINARY RESOLUTION 7

➢ RE-APPOINTMENT OF AUDITORS

The Chairman informed the meeting that Messrs. PricewaterhouseCoopers had

indicated their willingness to continue in office.

The meeting was requested to consider the re-appointment of Messrs.

PricewaterhouseCoopers as auditors of the Company for the next financial year.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT Messrs. PricewaterhouseCoopers be re-appointed as Auditors of the Company

for the financial year ending 31 December 2019 at a remuneration to be fixed by the

Directors.”

ORDINARY RESOLUTION 8

➢ AUTHORITY FOR DIRECTORS TO ISSUE SHARES

The Chairman informed the meeting that this Special Business was to obtain general

mandate from shareholders to empower Directors to allot and issue shares pursuant to

Sections 75 and 76 of the Companies Act, 2016.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, and subject to the

approvals of the relevant governmental/regulatory authorities, the Directors be and

are hereby empowered to issue shares in the capital of the Company from time to time

and upon such terms and conditions and for such purposes as the Directors may in

their absolute discretion deem fit, provided that the aggregate number of shares

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issued pursuant to this resolution does not exceed 10% of the issued share capital of

the Company for the time being and that the Directors be and are hereby empowered

to obtain the approval from Bursa Malaysia Securities Berhad for the listing and

quotation of the additional shares so issued and that such authority shall continue to

be in force until the conclusion of the next Annual General Meeting of the Company.”

ORDINARY RESOLUTION 9

➢ ALLOTMENT AND ISSUANCE OF NEW SHARES OF AFFIN BANK BERHAD (“ABB SHARES”)

IN RELATION TO THE DIVIDEND REINVESTMENT PLAN BY THE COMPANY THAT GIVES

THE SHAREHOLDERS OF THE COMPANY THE OPTION TO REINVEST THEIR WHOLE OR A

PORTION OF THE DIVIDEND FOR WHICH THE REINVESTMENT OPTION APPLIES IN THE

NEW ABB SHARES (“DIVIDEND REINVESTMENT PLAN”)

The Chairman informed that the meeting was requested to consider and, if thought fit,

to pass the ordinary resolution on the allotment and issuance of New Shares of AFFIN

Bank Berhad in relation to the Dividend Reinvestment Plan by the Company that gives

the Shareholders of the Company the Option to Reinvest their whole or a portion of the

Dividend for which the Reinvestment Option applies in New AFFIN Bank Berhad Shares

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT pursuant to the Dividend Reinvestment Plan as approved by the shareholders

at the Extraordinary General Meeting held on 15 May 2018 and subject to the

approval of the relevant regulatory authority (if any), approval be and is hereby given

to the Company to allot and issue such number of new ABB Shares upon the election

of the shareholders of the Company to reinvest the dividend pursuant to the Dividend

Reinvestment Plan until conclusion of the next Annual General Meeting upon such

terms and conditions and to such persons as the Board may, in their sole and absolute

discretion, deem fit and in the interest of the Company;

AND THAT, the issue price of the said new ABB Shares which will be determined by the

Board on a price fixing date to be determined (“Price Fixing Date”), shall not be more

than 10% discount to the adjusted 5-day volume-weighted average market price

(“WAMP”) of ABB Shares immediately prior to the Pricing Fixing Date, of which the

WAMP shall be adjusted ex-dividend before applying the abovementioned discount in

fixing the issue price;

AND THAT the Board be and is hereby authorized to do all such acts and enter into all

such transactions, arrangements and agreements, deeds or undertakings and to

execute, sign and deliver for and on behalf of the Company, all such documents and

impose such terms and conditions or delegate all or any part of its powers as may be

necessary or expedient in order to give full effect to the Dividend Reinvestment Plan

with full power to assent to any conditions, variations, modifications and/ or

amendments, as the Board may, in its absolute discretion deem fit and in the best

interest of the Company and/or as may be imposed or agreed to by any relevant

authorities.”

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Page | 14

ORDINARY RESOLUTION 10

➢ PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AND ADDITIONAL

SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A

REVENUE OR TRADING NATURE (PROPOSED SHAREHOLDERS’ MANDATE)

The Chairman handed over the Chair to Encik Abd Malik bin A Rahman as he is the

interested party by virtue of being a Nominee Director of Lembaga Tabung Angkatan

Tentera in the Board of Affin Bank Berhad.

Encik Abd Malik bin A Rahman took over the Chair and informed the Meeting of the

proposed shareholders’ mandate and additional mandate for Recurrent Related Party

Transactions of a Revenue or Trading Nature.

The following ordinary resolution was put for a vote at the end of the meeting and was

duly passed:-

“THAT authority be and is hereby given in line with Chapter 10.09 of the Main Market

Listing Requirements of Bursa Malaysia Securities Berhad, for the Company, its

subsidiaries or any of them to enter into any of the transactions falling within the

types of the Recurrent Related Party Transactions, particulars of which are set out in

the Circular to Shareholders dated 29 March 2019 with the Related Parties as

described in the said Circular, provided that such transactions are of revenue or

trading nature, which are necessary for the day-to-day operations of the Company

and/or its subsidiaries within the ordinary course of business of the Company and/or

its subsidiaries, made on an arm’s length basis and on normal commercial terms which

are those generally available to the public and are not detrimental to the minority

shareholders of the Company;

AND THAT such authority shall commence immediately upon the passing of this

Ordinary Resolution until:-

(i) the conclusion of the next Annual General Meeting of the Company at which

time the authority shall lapse unless by a resolution passed at a general

meeting, the authority is renewed; or

(ii) the expiration of the period within which the next Annual General Meeting of

the Company which is to be held pursuant to Section 340(2) of the Companies

Act, 2016 (but shall not extend to such extension as may be allowed pursuant

to Section 340(4) of the Companies Act, 2016); or

(iii) revoked or varied by a resolution passed by the shareholders of the Company

at a general meeting, whichever is earlier.

AND FURTHER THAT the Board of Directors be and is hereby authorised to do all acts,

deeds and things as may be deemed fit, necessary, expedient and/or appropriate in

order to implement the Proposed Shareholders’ Mandate with full power to assent to

all or any conditions, variations, modifications and/or amendments in any manner as

may be required by any relevant authorities or otherwise and to deal with all matters

relating thereto and to take all such steps and to execute, sign and deliver for and on

behalf of the Company all such documents, agreements, arrangements and/or

undertakings, with any party or parties and to carry out any other matters as may be

required to implement, finalise and complete, and give full effect to the Proposed

Shareholders’ Mandate in the best interest of the Company.”

At this juncture, the Chairman continued to chair the Meeting.

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Page | 15

ELECTRONIC POLL VOTING

There being no other business, the Chairman declared the closure for registration of

attendance for this meeting and to proceed with electronic poll voting for all the resolutions

tabled in the meeting. The Chairman invited the representative from the Poll Administrator,

Tricor Investor and Issuing House Services Sdn Bhd to brief the meeting on the procedures

for electronic poll voting process.

Ms Wong Yoke Fun, the representative from Tricor Investor and Issuing House Services Sdn

Bhd briefed the meeting on the procedures and processes of the electronic poll voting.

The Chairman thanked Ms Wong for the briefing and processes and adjourned the meeting

for the electronic poll voting session.

ANNOUNCEMENT OF POLL VOTING RESULT

The Chairman announced the polling results as counted by the Poll Administrator, Tricor

Investor and Issuing House Services Sdn Bhd which have been verified by the Scrutineers,

Asia Securities Sdn Bhd.

“THAT ALL the 10 resolutions as set out in the Notice of the 43

Annual General Meeting

dated 29 April 2019 be carried.”

TERMINATION OF MEETING

There being no other business, the meeting ended at 12.30 p.m. with a vote of thanks to

the Chair.