TERMS OF REFERENCE OF AUDIT COMMITTEE

The Committee must comprise at least three members, all of whom are Non-Executive Directors, with a majority being Independent Directors. Members are appointed from among the Board's members.

Members should have the skills to engage with Management and auditors and to raise probing questions concerning financial and operational risks, approved financial reporting standards and applicable regulatory requirements.

Members should be financially literate. At least one member must satisfy the accounting qualification or experience criteria specified in the approved Terms of Reference, including applicable Malaysian Institute of Accountants, Accountants Act 1967 or Bursa Malaysia requirements.

No alternate director may be appointed as a member of the Audit Committee. Members hold office only while they remain Directors of the Company.

Where a vacancy causes non-compliance with the minimum membership or independent-chairman requirement, the TOR provides for the vacancy to be filled and/or an independent chairman to be elected within three months, subject to the stated recommendation and approval process.

The Committee meets once every three months or on another date decided by the Chairman.

Additional meetings may be called at any time at the request of a Committee member, Management, internal auditors or external auditors.

The quorum is a majority of Independent Directors. Members may attend in person or by video, teleconference or other communication equipment as provided in the TOR; qualifying remote participants are deemed present and may vote or count towards quorum.

The Managing Director, Chief Financial Officer and other executives may be invited to attend at the Committee's discretion.

Notice and the agenda are to be sent to Committee members and other required attendees at least seven days before the meeting.

Questions are decided by majority vote. In the event of equality of votes, the Chairman has a second or casting vote.

The Company Secretary serves as Secretary to the Committee. In the appointed Secretary's absence, an executive from the Company Secretarial Department may act as meeting secretary.

The Secretary is responsible for keeping the minutes and circulating them to Committee members.

Meeting materials should be circulated by the Company Secretary three to five days before the meeting to facilitate robust discussion.

Minutes should accurately reflect the Committee's deliberations and decisions, including whether a member abstained from voting or deliberation on a matter. Minutes are kept as part of the Company's statutory records upon adoption by the Committee.

The Committee reviews periodic reports from Finance and Accounts, Group Internal Audit of Amanah Raya Berhad, and external auditors concerning the Company and portfolios under management; relevant issues and significant matters are brought to the Board's attention.

The Committee ensures the results of internal and external audit findings are presented to the Board.

5.1 The Committee is authorised to:

The Committee may also convene meetings with external auditors, internal auditors or both without other directors and employees of AKRM when considered necessary, subject to the approved TOR.

The Committee oversees independent review and objective assurance on internal controls, reporting processes and procedures, taking account of methodology, business and risk profile, and the quality of sustainability data to be publicly disclosed.

6.1 Overseeing Financial Reporting
Review quarterly financial results and year-end financial statements of the Company, ARREIT and portfolios under management before Board approval, focusing on accounting policy changes, significant judgements, unusual transactions, audit adjustments, compliance with applicable requirements and the going-concern assumption.

6.2 External Auditor
Recommend to the Board matters concerning appointment, re-appointment, resignation, dismissal or replacement of external auditors and audit fees. Review audited financial statements, audit plans and scope, independence, audit reports, internal-control evaluations, management letters and significant audit findings.

6.3 Group Internal Audit (GIA)
Review the effectiveness of AKRM's internal control systems, including operational, compliance and information technology security and control; the adequacy of internal audit scope, competency, resources and authority; and internal audit plans, results, investigations and follow-up actions.

6.4 Other Matters for Review
Review and report to the Board on the Statement of Corporate Governance and Audit Committee Report for the Annual Report, findings from regulatory examinations or audits, related-party and recurrent related-party transactions, and conflicts of interest and related mitigation measures.

The Chairman is an Independent Non-Executive Director. Appointment is subject to approval by the AKRM Board and the Board of Amanah Raya Berhad, as stated in the TOR. In the Chairman's absence, the remaining members may appoint one of their independent members to chair the meeting.

• Provide leadership so the Committee can perform its responsibilities effectively.
• Lead the adoption and implementation of good corporate governance practices.
• Set the Committee agenda and ensure directors receive complete and accurate information in a timely manner.
• Oversee reporting to the Board and encourage active participation, including the expression of dissenting views.
• Maintain an active, ongoing dialogue with senior management and internal and external auditors.

The Nomination and Remuneration Committee and the Board of Directors of Amanah Raya Berhad review the term of office and performance of the Committee and each member at least once a year to determine whether their duties have been carried out in accordance with the TOR.

Where considered necessary by the Chairman, a written circular resolution is valid and effective under the TOR if approved and signed by all Committee members. If it is not signed by all members, the Company Secretary informs the Committee and seeks its advice on the next course of action. A circular resolution is tabled at the following Board meeting for notation.

Members are required to declare at each meeting any interest they may have in proposals tabled for deliberation. The declaration is included in the agenda. Where the Committee determines that an interest amounts to a conflict, the member must abstain from deliberation and voting and is not counted for the purpose of determining quorum for that matter.

The Committee reviews and reassesses the adequacy of the TOR at least once every two years and, where appropriate, recommends improvements to the Board.

Meeting allowances are subject to endorsement by the Nomination and Remuneration Committee and approval by the Board of Amanah Raya Berhad.