Registration No. 199601037606 (409959-W)

                                              (Incorporated in Malaysia)

1. Objective
The Group’s Remuneration Policy is designed to meet the following objectives:
• To attract, motivate, retain and reward Directors and key senior management who will
manage and drive the Company’s success.
• It is the Company’s interest that this remuneration policy shall fairly support the Directors
and key senior management in carrying out their responsibilities and fiduciary duties in
steering the Group to achieve its long-term goals and enhance shareholders’ value.

The Remuneration Policy is guided by the following key principles:
• Performance measures and targets to be aligned with the Company’s corporate strategy and
shareholders’ interest.
• Remuneration and rewards shall be granted based on the achievement of the Key
Performance Indicator (KPI) and subject to the Company’s overall performance and
• To ensure total remuneration packages remain competitive with the relevant market and
industry via periodic or appropriate market benchmarking exercises.

2. Approach
2.1 Executive Directors
Remuneration Committee and the Board shall develop and agree on the remuneration policy
and procedures, including the fee structure and level of remuneration for Executive Directors
and senior management.

The remuneration of Directors is determined at levels which enables the Company to attract
and retain Directors with the relevant experience and expertise to manage the business of the
Group effectively. Executive Directors who are full time employees of the Group shall receive
no additional compensation for services as a Director.

The remuneration components of Executive Directors shall consist of basic salary,
performance based bonus, benefits-in-kind and other incentives (where applicable). The
remuneration package for Executive Director is structured so as to link reward to individual
and corporate performance.

The Executive Directors concerned shall not participate in the decision of their own
remuneration but may attend the Committee meetings at the invitation of the Chairman of
the Remuneration Committee, if their presence is required.

2.2 Non-Executive Directors
Non-Executive Directors receive remuneration in the form of Directors’ fees, benefits-in-kind
(such as meeting allowance) and other emoluments as compensation for their services plus
the reimbursement of expenses incurred, if any, in the course of performing their services.
Additional allowance is payable for acting as Chairman of the Board to reflect the complexity
and amount of preparation required in attending the meeting.

The level of remuneration for Non-Executive Directors shall reflect the experience and level
of responsibilities undertaken by the Non-Executive Directors concerned. The remuneration
of a Non-Executive Director shall not be based on commission, the percentage of profits, or

The remuneration packages of Non-Executive Directors who serve on the Board and Board
Committees are reviewed by the Remuneration Committee annually and thereafter
recommend to the Board for their consideration with the Director concerned abstaining from
deliberations and voting on decision in respect of his/her individual remuneration package.
The Board will then recommend the payment of the Directors’ fees and other benefits payable
to Non-Executive Directors to the shareholders for approval at each Annual General Meeting
of the Company in accordance with Section 230 (1) of the Companies Act, 2016.

2.3 Key Senior Management
The remuneration components of key senior management shall consist of basic salary,
performance based bonus, benefits-in-kind and other incentives (where applicable). The
remuneration of key senior management is determined at a level which enables the Company
to attract, develop and retain high performing and talented individual with the relevant
experience, level of expertise, level of responsibilities and is structured so as to link reward to
individual and corporate performance.

Key senior management team shall refer to those individual(s) who generally holds the highest
level of management responsibility and decision making authority within the Group. This will
typically include the C-suites employees [who are not directors) and any other persons whom
the Directors shall consider as being the key senior management.

3. Review and Monitoring
It shall also be the Committee’s responsibility to review and monitor the implementation of
this Policy on a regular basis to reflect current best practices. The Committee shall further
discuss any amendments to this Policy that may be required and will recommend such
amendments to the Board for approval.

4. Authority
The Committee is given full authority by the Board to engage the services of independent
advisers and consultants as and when required to assist the Committee members in their

5. Review
This Terms of Reference was reviewed and approved by the Board on 19 December 2018.