GOVERNANCE & POLICY

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1. INTRODUCTION

Geohan Corporation Berhad (“Geohan” or “the Company”), together with all its subsidiary(ies), joint venture companies and associates (collectively, “the Group”) is committed to ethical, transparent, and responsible business practices. This commitment extends to compliance with all applicable laws, which include compliance with the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”), Anti- Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018 (“MACC (Amendment) Act 2018”), as well as any of its amendments or re-enactments that may be made by the relevant authority from time to time and regulatory requirements related to corporate liability in term of anti-bribery and anti-corruption in the countries or jurisdictions where the Group operates.

This Anti-Bribery and Corruption Policy (“Policy”) outlines the guidelines, principles, and requirements for the Group to have an unambiguous policy statement on the Group’s position regarding bribery and corruption forms the cornerstone of effective integrity management in relation to the businesses and operations of the Group.

This Policy is supplemental to and shall be read in conjunction with the Group’s Code of Ethics and Conduct of the Group as annexed herewith, as well as the Whistleblowing Policy, the MACC Act 2009, and the MACC (Amendment) Act 2018, where applicable. In cases of conflict between mandatory laws and the principles contained in this and other policies, the mandatory laws shall prevail.

2. OBJECTIVES

The objectives of this Policy are to:

(i) set out the Group’s position on matters related to bribery and corruption that may be encountered by the Directors and employees of the Group in the course of business, for the purpose of providing guidance in dealing with and preventing acts of bribery and corruption.

(ii) set out the Group’s responsibilities in complying with laws against bribery and corruption.

(iii) take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantage or benefit.

(iv) provide adequate procedures and protection to those working for it on how to recognise and deal with bribery and corruption issues.

3. SCOPE

This Policy applies to the following:

(i) All Directors, employees and individuals (whether full-time, part-time, contract, or temporary) of the Group working at all levels and grades (“Employees”) and any third parties associated with the Group, which may include but not limited to suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies, including their advisors, representatives, and officials (collectively referred to as “Associated Third Parties”);

(ii) The Group’s business dealings with private and public sector entities, including

their directors, employees, and intermediaries; and

(iii) All jurisdictions in which the Group operates.

For the purpose of this Policy:

(a) All references to “we”, “us” and “our” are to our Company, or where the context

requires in this Policy are to the Group taken as a whole;

(b) “Bribery” means the act of offering, promising, giving, or receiving something of value in exchange for some kind of influence or action in return that the recipient would otherwise not offer;

(c) “Corruption” means the act of soliciting, giving, accepting, or receiving gratification, directly or indirectly, from/to a person in authority either in the form of money, services, or valuable goods as an inducement or reward to do or not to do any act concerning the person’s principal affairs. In short, corruption is essentially an abuse of entrusted power or position to obtain a personal gain or benefit;

(d) “Facilitation payments” mean small sums, unofficial payments made to secure or expedite a routine government action by a government official. However, this excludes situations where the process is official, transparent, and the fees are directed to a Government account, as seen in legitimate fast-track channels.

(e) “Gratification” is defined in Section 3 of the MACC Act 2009 to mean the following:

(i) money, donation, gift, loan, fee, reward, valuable security, property, or interest in the property being the property of any description whether movable or immovable, financial benefit, or any other similar advantage;

(ii) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;

(iii) any payment, release, discharge, or liquidation of any loan, obligation, or other liability, whether in whole or in part;

(iv) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction, or percentage;

(v) any forbearance to demand any money or money’s worth or valuable

thing;

(vi) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil, or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and

(vii) any offer, undertaking, or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (i) to (vi).

(f) “Kickbacks” mean the return of a sum already paid or due as a reward for the awarding of business to certain parties or Associated Third Parties.

4. ANTI-BRIBERY AND CORRUPTION PRINCIPLES

We adopt a zero-tolerance approach to corruption and bribery. All our business activities are conducted honestly and ethically. We are committed to behaving professionally, fairly, and with integrity in all our relationships and business dealings, following our Code of Ethics and Conduct. We are committed to implementing and enforcing an effective system to counter bribery.

In the event of an investigation into corruption involving the Group, we shall ensure full cooperation with the enforcement agencies and other competent authorities, such as the Malaysian Anti-Corruption Commission.

In case of suspicious behaviour, allegations, and/or investigations related to bribery or corruption, the Human Resources Manager / Human Resources Assistant Manager reserves the right to request the relevant Employees to declare information regarding the assets owned by them as deemed necessary.

If Employees come across any suspicious activity or have a reasonable belief that this Policy has been breached or violated, you may report your concerns to your Head of Department, or follow the procedures outlined in the Whistleblowing Policy available through reporting channels at https://www.geohan.com/.

The Employee who is found violating this Policy may be subjected to disciplinary action as well as potential criminal investigation and prosecution.

The Audit and Risk Management Committee (“ARMC”) will conduct periodic risk assessments on the bribery and corruption risk of the Group, assisted by the Internal Auditors. The ARMC will periodically report to the Board of Directors of the Company (“Board”) for deliberation on the results of the bribery and corruption risk assessment, if any.

5. SPONSORSHIPS AND DONATIONS

(i) Donations and sponsorships may be permissible depending on the circumstances and should be made directly to an official entity and be capable of being publicly disclosed.

(ii) Donations and sponsorships must not be made to influence business decisions or to cover up undue payments or bribery.

(iii) The provisions relating to donations and sponsorships also apply to charitable support and donations, whether of in-kind services, knowledge, time, or direct financial contributions.

(iv) All donations and sponsorship payments must be accurately reflected in the Group’s accounting books and records, be permitted by the applicable law, and be capable of being publicly disclosed. They must state support for local community or welfare development and reciprocal business arrangements to ensure that the said donations and sponsorship payments are not used as a scheme to conceal bribery or corruption or to influence business decisions.

(v) Written or verbal approval, on a case-by-case basis, must be obtained from the Managing Director/Executive Director(s) before the Group’s funds or resources may be utilised for any direct or indirect political contributions. In the event of verbal approval, an acknowledgement must be obtained from the recipient.

6. FACILITATION PAYMENTS AND KICKBACKS

The Employees and Associated Third Parties dealing with the Group shall not accept, obtain, attempt to accept or obtain, solicit, offer, promise, or give facilitation payments and kickbacks to secure or expedite the performance of their duty. However, the Group recognises that, in exceptional circumstances, facilitation payment or kickbacks may be an immediate recourse to protect the safety of the Employees. In such situations, the prior approval of the Managing Director/Executive Director(s) is required or, in an emergency, retroactively as soon as possible after the payment.

Any request for facilitation payment or kickbacks must be reported immediately to the superior, Head of Department, or management for further advice.

7. GIFTS, HOSPITALITY AND ENTERTAINMENT

7.1 NO GIFT POLICY

The Group is committed to conducting our business in the highest standards of integrity and good governance. We practice a “No Gift Policy”, where our Employees are prohibited from directly or indirectly receiving or providing gifts.

Receiving of Gifts: In certain cultures or circumstances, gift-giving is a business etiquette, and it may be disrespectful to refuse a gift. In such circumstances, employees may receive the gift, but he/she must report to the respective Head of Department and record it in the Gift Register Form. However, under no circumstances may an employee or their family members accept gifts in the form of cash or cash equivalents.

Exemptions: There are certain exceptions whereby the provision and receiving of gifts can be accepted in the following situations:

o Token gifts are offered equally to members of the public, delegates, customers, partners, and key stakeholders attending work-related seminars, conferences, trade and business events (e.g. t-shirts, goodie bags, calendars, pens, diaries).

o Gifts offered to external parties in relation to the Group or the organisation’s official functions, events, and celebrations which is commonly given in public (e.g. commemorative gifts or door gifts offered to all guests attending the event).

o Recognition gifts from the Group to employees and Directors and/or their family members in relation to an internal or external company’s recognition function, event, and celebration (e.g. long service award).

o Gifts exchange at the organisation-to-organisation level (e.g. gifts exchanged between companies as part of an official company visit).

7.2 HOSPITALITY AND ENTERTAINMENT

This Policy does not prohibit giving or accepting hospitality and entertainment arrangements, as long as it is reasonable and appropriate to do so in circumstances that do not influence business decisions. Any such business courtesies offered or received that are transacted on behalf of the Group must be approved in accordance with the Group's limits of authority as stated in the Group’s Limits of Authority and Employee’s Handbook.

The following criteria are to be considered when giving or accepting any hospitality and entertainment arrangement:

o reasonable in value;

o transparent;

o infrequent in nature;

o not given to influence or obtain an unfair advantage; and

o respectful and customary.

Hospitality and entertainment arrangements may consist of meals, travel or transportation, accommodation, entertainment, and recreation in relation to the following circumstances:

(i) participation at work-related conferences, seminars and/or business events;

(ii) gratitude for hosting business events, conferences and/or seminars; and

(iii) business situations or to all participants and attendees, for example, work-related seminars, conferences, trade and business events.

As a general principle, Employees are expected to exercise due care and judgement in receiving or providing gifts according to the policies above and to uphold the highest standards of integrity, avoid conflicts of interest, and comply with applicable rules and regulations, as well as the Company’s Code of Ethics and Conduct. Employees shall not accept or provide gifts, hospitality, and entertainment arrangements to a third party if it is made to influence the third party to obtain or retain business, or in exchange for favours or benefits. In addition, lavish or unreasonable gifts, as well as hospitality and entertainment arrangements, should not be accepted.

All persons subject to this Policy shall observe and refer to our latest available Group’s Employee Handbook and corresponding updates from time to time.

8. CONFLICT OF INTEREST

The Employees shall not use their official position, confidential information, assets, and other resources for their personal gain or the advantage of their family and associates.

Should the Employees encounter a conflict-of-interest situation, they are required to disclose the said situation according to the terms of the Employee’s Handbook.

9. ASSOCIATED THIRD PARTIES

(i) The Associated Third Parties are expected to abide by ethical business practices and avoid corrupt practices, including bribery.

(ii) The Associated Third Parties acting on behalf of the Group must contractually agree to abstain from bribery and corrupt practices.

(iii) The Associated Third Parties are required to sign a declaration confirming they have been provided with a copy of this Policy and that they undertake to abide by the provisions of this Policy directly or indirectly applicable to them.

(iv) The appropriate assessment shall be conducted on the Associated Third Parties acting on behalf of the Group to ensure the business and background of the potential Associated Third Parties are free from bribery elements or conflict of interest prior to the procurement process, with the duly completed declaration form submitted to the Group.

(v) If there are suspicions of bribery and corruption on the part of the Associated Third Parties in their dealings with the Group, the Group reserves the right to seek an alternative supplier for the goods or services.

10. COMMUNICATION AND TRAINING

The Group will continue to provide specific and regular training in relation to anti- corruption and bribery laws and compliance with this Policy for all new and existing Employees.

This Policy is published on the Company’s website, and awareness is reinforced through emails, newsletters, and the Group’s Employee’s Handbook.

All Employees are required to sign a declaration that they have read and understood and will abide by this Policy.

The current Employees are required to sign the declaration as soon as practicable. It is envisaged that the declaration may be submitted electronically in the future.

Due diligence procedures such as background checks on the person or entity, a document verification process, or interviews may be carried out prior to entering into any formalised relationships.

11. CONFIDENTIALITY AND PROTECTION

Any individual who knows of or suspects a violation of this Policy is encouraged to whistle blow or report the concerns through the mechanism set out under the Group’s Whistleblowing Policy. The provision, protection, and procedures of the Whistleblowing Policy for reporting violations of this Policy are available on the Company’s website.

No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of this Policy. All reports will be treated confidentially.

12. MONITORING AND REVIEW

The Employees and the Associated Third Parties are responsible for the success of this Policy and should ensure adherence to this Policy and use it to disclose any suspected danger or wrongdoing.

Internal control systems and procedures of the Group will be subject to regular audits to provide assurance that they are effective in countering corruption and bribery.

The Company will conduct regular risk assessments to identify bribery and corruption risks facing the business, set anti-bribery and corruption objectives, and assess the effectiveness of existing controls in achieving those objectives.

13. RECORDS-KEEPING

Proper and complete records must be maintained of all payments made to third parties in the usual course of business, as these would serve as evidence that such payments were bona fide and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents, and records relating to dealings with the Associated Third Parties are maintained and recorded with accuracy and completeness.

All expense claims relating to gifts or entertainment made to third parties must be submitted in accordance with the Group’s reimbursement procedures and/or applicable policy and specifically record the reasons for such expenditure.

All documents, accounts, and records relating to dealings with third parties, such as customers, suppliers, and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts should be kept “off-book” to facilitate or conceal improper payments.

The Group will also maintain records of the relevant declaration submitted by the Employees and Associated Third Parties to ensure that all persons subject to this Policy comply with the requirements.

14. COMPLIANCE WITH THE LAW

The Group will comply with all applicable laws, rules, and regulations of the governments, commissions, and exchanges in jurisdictions within which the Group operates. The Employees are expected to understand and comply with the MACC Act 2009 (including any amendments thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.

15. PERIODIC REVIEW

This Policy will be reviewed periodically, and in any event, at least once every (3) years to ensure its effectiveness and consistency with the governing legislation and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.

16. BOARD APPROVAL

This Policy (Version No. 1) was reviewed and approved by the Board on 29 May 2025. Any amendment(s) to this Policy shall be approved by the Board from time to time, when necessary.

CODE OF ETHICS AND CONDUCT

All Directors and employees of the Group, in exercising and/or discharging his/ her powers or duties, shall comply with all applicable laws, rules and regulations, including the constitutions of the Company. The core areas of conduct include the following:-

(a) Adherence to the Code of Ethics and Conduct at all times.

(b) Maintenance of high standards of business, professional, and ethical conduct, refraining from accepting gifts or other forms of benefits that may reasonably influence the performance of their duties.

(c) Adherence to the principles of selflessness, integrity, objectivity, accountability, openness, honesty, and leadership, including the ethical handling of conflicts of interest.

(d) Prohibition of the use of information gained in the course of duties for personal gain or political purposes.

(e) Upholding accountability, acting in good faith, and serving the best interests of the Group's corporate opportunities, assets, and confidential information.

(f) Ensuring the protection of the Group's legitimate business interests, including corporate opportunities, assets, and confidential information.

(g) Providing full, fair, accurate, timely, and understandable disclosure.

(h) Declaration of any personal, professional, or business or potential conflict of interests that may conflict with responsibilities.

ENFORCEMENT OF THE CODE OF ETHICS AND CONDUCT

In the event of any violation of this Code of Ethics and Conduct by any Director or employees of the Group, the Board shall determine appropriate actions to be taken after considering all relevant information and circumstances.

REVIEW OF THE CODE OF ETHICS AND CONDUCT

The Board will review this Code of Ethics and Conduct from time to time to ensure that it continues to remain relevant and appropriate.
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1. INTRODUCTION

Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively “the Group”) are committed to the highest standard of corporate governance and business integrity.

In recognising the abovementioned values, the Group provides an avenue for all employees of the Group and members of the public to raise their concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively.

2. OBJECTIVE

This Whistleblowing Policy (“this Policy”) is formulated to enable the reporting of genuine concerns about any actual or possible improprieties at the earliest opportunity in good faith without the fear of retaliation so that appropriate actions can be taken to address or mitigate such concerns.

The intended objectives of this Policy are:

i. To encourage and develop a culture of openness, accountability, and integrity.

ii. To provide a transparent and confidential process for dealing with concerns.

iii. To protect the long-term reputation of the Group.

iv. To maintain a healthy working culture and an efficient corporation.

v. To provide avenues for the employees to raise genuine concerns or allegations through the appropriate channels upon discovery of any possible misconduct.

vi. To ensure protection for an individual who reports the concerns or allegations in good faith in accordance with the procedures.

vii. To enable the Management to be informed at an early stage about acts of misconduct.

3. SCOPE OF THE POLICY

This Policy applies to the Group.

All Directors and employees of the Group working at all levels and grades, shareholders, and any third parties associated with the Group, which may include but not limited to customers, suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisers, representatives, and officials are encouraged to report or disclose through established channels, concerns about any violations of the Code of Ethics and Conduct of the Group, including, but not limited to the following:-

a. Fraud or Dishonesty;

b. Breaches of Policies, Procedures and applicable laws and regulations;

c. Bribery or Corruption or blackmail;

d. Abuse of Power;

e. Conflict of Interest;

f. Insider Trading;

g. Criminal breach of trust;

h. Sexual Harassment;

i. Criminal Offences;

j. Misuse of confidential information;

k. Acts or omissions that endanger employees’ or public health and safety;

l. Deficiencies in or non-compliance with the Group’s internal controls;

m. Gross mismanagement, including breaches affecting society or the environment; and/or

n. Concealment of any, or a combination, of the above.

This Policy does not apply to grievances concerning an employee’s terms of employment or other aspects of concerns or complaints within the scope of the Staff/Employment Policy.

4. ACTING IN GOOD FAITH

The Group expects all parties to act in good faith and have a reasonable belief that the information and any allegations in it are sustainably true and not acting for personal gain. Any anonymous whistleblower will not be entertained. However, the Group reserves its right to investigate any anonymous disclosure. If allegations are proven to be malicious, parties responsible may be subject to appropriate action, up to and including legal action, where applicable.

5. CONFIDENTIALITY

The identity of the whistleblower will be kept confidential. Consent of the whistleblower will be sought should there be a need to disclose identity for investigation purposes.

6. PROTECTION

The Group assures the whistleblower who raises issues of concern that he/she will be protected from interference with his/her lawful employment or livelihood, including discrimination, discharge, demotion, suspension, disadvantage, termination, or adverse treatment in relation to his/her employment, career, profession, trade or business or the taking of disciplinary action as a result of his/her reporting, provided the report is made in good faith and without malice. Any party that retaliates, including harassment and victimization, against a whistleblower who has reported allegations in good faith may be subject to appropriate action, up to and including legal action, where applicable.

7. REVOCATION OF POLICY

The protection stated above shall be revoked by the Group if:

i. The whistleblower himself/herself has participated in improper conduct, wrongdoings, corruption, fraud and/or abuse;

ii. The whistleblower made his/her disclosure without good faith;

iii. The disclosure was frivolous or vexatious; or

iv. The disclosure was made with the intention or motive to avoid dismissal or other disciplinary action against the whistleblower himself/herself.

8. ACTION

a. The Chairperson/Managing Director (“MD”)/Executive Director(s) (“ED”) of the Company who receives the complaint shall maintain all complaints received, tracking their receipt, investigation, and resolution.

b. Each report shall be screened to assess its reliability and whether there is sufficient information to warrant an investigation.

c. All reports will be investigated promptly by the person receiving the report or disclosure. If required, assistance from other resources within the Group can be sought.

d. Upon completion of the investigation, an appropriate course of action will be recommended to the Audit and Risk Management Committee of the Company (“ARMC”) for their deliberation.

e. The decision taken by the ARMC will be implemented immediately. Where possible, steps will also be implemented to prevent similar situations from arising.

f. The ARMC shall then update the Board of Directors of the Company (“Board”) on the report of the status and outcome of the investigation and whether the effectiveness of the implementation of this policy requires their attention and approval.

9. WHISTLEBLOWING REQUIREMENTS

The reports should be submitted together with the following information:-

a. Details of the whistleblower (strongly encouraged, even though whistleblower may choose to remain anonymous);

b. Type of activity/conduct;

c. The reason for the concerns;

d. Details of suspected personnel involved;

e. Details of the incident (including date, time and location of the incident); and

f. Any supporting/documentation of all factual evidence.

10. REVERTING TO COMPLAINANT

The whistleblower will be informed on the progress and status of the investigation, however, the Group reserves the right not to inform the whistleblower of the precise action plan and/or the outcome of the investigation as this may infringe a duty of confidentiality owed to someone else.

11. WHISTLEBLOWING CHANNEL

The established channels for whistleblowing reporting are as follows:

a. Any concern should be raised with the immediate superior. If for any reason, it is believed that this is not possible or appropriate, then the concern should be reported to the Chairperson/MD/ED. The channel of reporting is as follows:

By Mail: Strictly Confidential

Geohan Corporation Berhad

40, Jalan Datuk Sulaiman,

Taman Tun Dr. Ismail,

60000 Kuala Lumpur. Malaysia

Attention: The Chairperson / MD / ED

Or

By Email: wbc@geohan.com

b. If for any reason, it is believed that reporting to Management is a concern or not possible or appropriate, then the concern should be reported to the Chairperson of ARMC. The channel of reporting to the ARMC Chairperson is as follows:

By Mail: Strictly Confidential

Geohan Corporation Berhad

40, Jalan Datuk Sulaiman,

Taman Tun Dr. Ismail,

60000 Kuala Lumpur. Malaysia

Attention: The Audit and Risk Management Comittee Chairperson

Or

By Email: wbc@geohan.com

12. REVIEW OF THE POLICY

This Policy will be reviewed at least once every three (3) years to ensure its effectiveness, and consistency with the governing legislation, the Board’s objectives, responsibilities and standards of corporate governance and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.

This Policy (Version No. 1) was reviewed and approved by the Board on 29 May 2025.
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1. INTRODUCTION

The Directors’ Fit and Proper Policy (“Policy”) of Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively, “the Group”) is to ensure a transparent and rigorous process for the appointment and re-election of Directors of the Group in accordance with Paragraph 15.01A of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

This Policy sets out the criteria for the appointment and re-election of Directors of the Group and ensure compliance with the Listing Requirements of Bursa Securities.

2. OBJECTIVE

This Policy serves as a guidance to the Nomination Committee of the Company and the Board of Directors of the Company (“Board”) in their review and assessment of the potential candidates for appointment to the Board as well as the retiring Directors who are seeking re-election at the annual general meeting.

This Policy aims to ensure that the Directors of the Group comply with Paragraph 2.20A of the Listing Requirements of Bursa Securities who possess the character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to perform their roles and responsibilities with the highest integrity and professionalism as well as to act effectively, honestly and in the best interest of the Group.

3. FIT AND PROPER CRITERIA

Factors for the “Fit and Proper Criteria” to assess the relevant person include but are

not limited to the following:

(i) Character and integrity;

(ii) Experience and competence; and

(iii) Time and commitment.

3.1 Character and Integrity

(a) Probity

o is compliant with legal obligations, regulatory requirements and professional standards; and

o has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.

(b) Personal Integrity

o has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct;

o service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns about personal integrity; and

o has not abused other positions (i.e. political appointment) to facilitate government relations for the Company in a manner that contravenes the principles of good governance.

(c) Financial Integrity

o manages personal debts or financial affairs satisfactorily; and

o demonstrates the ability to fulfil personal financial obligations as and when they fall due.

(d) Good Reputation

o is of good repute in the financial and business community;

o has not been convicted for offences or any public sanction or penalty been imposed by the relevant regulatory bodies, in managing or governing an entity for the past five (5) years; and

o has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.

3.2 Experience and Competence

(a) Qualifications, training and skills

o possess education qualification that is relevant to the skill set that the Director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix);

o has a considerable understanding of the workings of a corporation;

o possesses general management skills as well as an understanding of corporate governance and sustainability issues;

o keeps knowledge current based on continuous professional development; and

o possesses leadership capabilities and a high level of emotional intelligence.

(b) Relevant experience and expertise

o possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.

(c) Relevant past performance or track record for the position of Director

o had a career of occupying a high level position in a comparable organisation and was accountable for driving or leading the organisation’s governance, business performance or operations; and

o possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.

3.3 Time and Commitment

(a) Ability to discharge role having regard to other commitments

o able to devote time as a board member, having factored in other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities (including non- profit organisations).

(b) Participation and contribution in the board or track record

o demonstrates a willingness to participate actively in board activities;

o demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom;

o manifests passion in the vocation of a Director;

o exhibits the ability to articulate views independently, objectively and constructively; and

o exhibits open-mindedness to the views of others and the ability to make a considered judgment after hearing the views of others.

4. REVIEW OF THE POLICY

The Board will review this Policy from time to time and make any necessary amendments to ensure that this Policy remain consistent with the Board’s objectives, current law and practices.

This Policy is made available for reference on the Company’s website.

This Policy (Version No. 1) was reviewed and approved by the Board on 29 May 2025.

Copy of Director's Fit and Proper Policy

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1. INTRODUCTION

This Remuneration Policy (“this Policy”) sets out the criteria to be used in recommending the remuneration of Directors and/or key senior management of Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively, “the Group”) and is aligned with the best practices recommended under the Malaysian Code on Corporate Governance.

2. OBJECTIVES

This Policy establishes the remuneration principles and guidelines for the Board of Directors of the Company (“Board”) and the Remuneration Committee of the Company (“RC”) to determine the remuneration of Directors and/or key senior management of the Company, which takes into account the demands, complexities, and performance of the Company, as well as skills and experience required.

3. PRINCIPLES

This Policy is guided by the following key principles in remunerating the Directors of the Company:

(i) fees payable to Directors who hold non-executive role in the Company shall be paid by a fixed sum and not by a commission on or percentage of profits or turnover;

(ii) fees and/or benefits (including meeting allowance) payable to Directors are subject to annual shareholders’ approval at a general meeting, where notice of the proposed fees and/or benefits has been given in the notice convening the meeting;

(iii) fees payable to an alternate Director (if any) shall be agreed upon between himself and the Director nominating him and shall be paid out of the remuneration of the latter; and

(iv) salaries and other emoluments payable to Directors who hold an executive role in the Company pursuant to a contract of service need not be determined by the Company in a general meeting, but such salaries and emoluments may not include a commission on or percentage of turnover.

4. REMUNERATION STRUCTURE

The tables below set out the main components and operation of the remuneration structure packages of Directors and key senior management of the Company:

(I) Remuneration structure for the key senior management and/or Directors who hold an executive role in the Company

Component of Pay	Particulars
Other Benefits	Other benefits which include contribution of EPF, SOCSO, medical fees, medical or health insurance, motor vehicle, driver, handphone, commission, travelling and entertainment claims, and allowance amongst others, will be provided based on the Group’s human resource policy in the context of market practices from time to time
Bonus/Incentive/Fee	Annual bonus/ incentive/ fee will be paid to reward, retain and motivate the individual and will depend on the performance of the Company/the Group and the personal contribution of the individual to the achievement of those results. This may include a profit-sharing scheme designed to align individual success with organisational achievements.
Base Salary	A fixed salary will be paid for performing the scope of duties and responsibilities and will be reviewed based on the individual performance and achievements of the Company/the Group and comparable market rate within the industry.

(II) Remuneration structure for the Directors who hold a non-executive role in the Company

Component of Pay	Particulars
Meeting allowance and other benefits	A reasonable fixed meeting allowance will be paid on per trip basis with the condition that attendance is a prerequisite for such remittance. Other benefits include flight tickets, accommodation, travelling expenses, amongst others, incurred in the course of performing his duties or other things required of him as a Director of the Company.
Fees	A fixed retainer sum will be paid for their contribution to the Board and the Company. The fixed fee is determined based on the following factors: On par with the rest of the market; Reflect the qualifications and contribution required in view of the Group’s complexity; The extent of the duties and responsibilities; and The number of Board meetings and Board Committees’ meetings.

5. GOVERNANCE OF REMUNERATION

i. The RC shall assist the Board in implementing this Policy on the remuneration packages for Directors of the Company. The RC also seeks to ensure that the remuneration packages are commensurate with the expected responsibility and contribution by the Directors and subsequently furnishes their recommendations to the Board for adoption.

ii. The evaluation of remuneration packages (including annual increment to the base salary) of the key senior managementshall be reviewed by the Managing Director and/or Executive Director(s). Whereas, for Directors who hold an Executive role in the Company (including the Managing Director and/or Executive Director(s)), their remuneration packages (including annual increment to the base salary) shall be reviewed and evaluated by RC and then tabled to the Board for consideration.

iii. Directors and/or key senior management of the Company may be accorded with Directors and Officers liability insurance in respect of any liability (civil or criminal) arising in the course of discharging their duties as Directors and/or key senior management of the Company provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty. The premium paid for such insurance shall be borne by the Company and does not form part of the benefits given to the Directors and/or key senior management of the Company as part of their remuneration packages.

iv. The fees and/or benefits payable to the Directors including any compensation for loss of employment of a Director or former Director of the Company shall be approved at the general meeting pursuant to the Companies Act 2016.

v. Salaries, bonuses, benefits and other emoluments payable to Executive Board Members pursuant to an employment contract or a contract of service need not be determined by the Company in a general meeting but such salaries may not include a commission on or percentage of turnover.

vi. All handphone, travelling, entertainment claims, motor vehicles, or other expenses incurred by key senior management and/or Directors in discharging their duties relating to the ordinary course of business of the Company and/or its subsidiaries shall be reimbursed accordingly. All claims and reimbursements must be accompanied by the claims receipts and shall be submitted to the Accounts/Finance Department for processing in a timely manner.

6. REVIEW AND DISCLOSURE

i. The Board will review this Policy from time to time and make any necessary amendments to ensure that this Policy remains consistent with the Board’s objectives, current law and practices.

ii. The Board shall disclose this Policy in the annual report of the Company.

iii. This Policy is made available for reference on the Company’s website.

This Policy (Version No. 1) was reviewed and adopted by the Board on 29 May 2025.