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MINUTES OF ANNUAL GENERAL MEETING HELD ON 31st March 2015 AT BUKIT KIARA EQUIESTRIAN COUNTRY RESORT

PRESENT

Company

Name

1 AF Manufacturing Services Sdn Bhd

Richard Ling, Emelia Liew

2 Alliance Cosmetics Sdn Bhd

Christine Chia

3 Avon Cosmetics (M) Sdn Bhd

Khairul Izlan

4 AP Cosmetics Corporation Sdn Bhd

Judy Ling

5 Basf Malaysia Sdn Bhd

Poon Poh Fong

6 Beauty Specialist Distributors Sdn Bhd

Lim You Goang

7 Beiersdorf Malaysia Sdn Bhd

Ch'ng Soo Imm, Zuliyanna Zulkifli

8 Bodibasixs Manufacturing Sdn Bhd

Lai Mee Peng, Siti Humaira

9 Clarins Sdn Bhd

Lam Wai Keat, Nor Aisyah

10 Clariant Malaysia Sdn Bhd

SarahAnn Ong

11 CNI Venture Sdn Bhd

Rosita Hassan

12 Colgate Palmolive (M) Sdn Bhd

PC Ng, Hamidah Minhaj

13 DXN Marketing Sdn Bhd

Chloe Fong Sow Ling

14 Ego Pharm Malaysia Sdn Bhd

Pauline Ho

15 EIG Dermal

Irynn Chieong

16 Elken Sdn Bhd

Maggie Wang

17 Envico Enterprise Sdn Bhd

Noorashikin Azlan, Fateh Hana

18 Est One Sdn Bhd

Carin Ong, Cherrie Chua

19 Estee Lauder Malaysia Sdn Bhd

Ashley Wong, Emily Loo

20 Fortune Laboratories Sdn Bhd

Lee Wai Yan, Noor Salina

21 Ginvera Marketing Enterprise Sdn.Bhd

Nadiyatul

22 Guardian Health & Beauty

June Fu, Tiffany Loh

23 Henkel (M) Sdn Bhd.

Nor Rozalita

24 Johnson & Johnson

Stacy Tan

25 L’Oreal Malaysia Sdn Bhd

Keh Ee Lyn, Lilywati Arshad

26 Luxor Beauty World

Christine Cheong

27 Macsam Sdn Bhd

Janice Loh

28 Mode Circle Sdn Bhd

Loke Sai May

29 Nu Skin (M) Sdn Bhd

Nancy Chan

30 ONI Global (M) Sdn Bhd

Janice June, Tengku Nora Asikin

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31 Procter & Gamble (M) Sdn Bhd

Revathi Gunasekaran

32 Reckitt Benckiser (M) Sdn Bhd

Habibah Tajulaarus, Sofina Arif

33 Shiseido Malaysia Sdn Bhd

Averilla Cassandra

34 SimplySiti Sdn Bhd

Abdul Aziz Arshad

35 Societe Francaise de Cosmetiques Sdn Bhd

Susan Soh

36 Unilever (M) Holdings SdnBhd.

Nurul Ashikin, Intan Shuhada, Amalina

37 Wipro Unza (Malaysia) Sdn Bhd

Noor Aizah

RSVP AND INFORMED

1 Amway (M) Sdn Bhd 4 Kose (Malaysia) Sdn Bhd

2 Hong Kong Sa Sa 5 Kao (Malaysia) Sdn Bhd

3 Glamour Prestige Sdn Bhd

ABSENT

1 Best World Lifestyle Sdn Bhd 21 Mandom (M) Sdn Bhd

2 Blue Oasis Sdn Bhd 22 Maestro Laboratories Sdn Bhd

3 Brenntag Sdn Bhd 23 Mary Kay (Malaysia) Sdn.Bhd

4 Celmonze Sdn Bhd 24 Melaleuca Southeast Asia

5 Cheerful Trading Sdn Bhd 25 Melilea (M) Sdn Bhd

6 Cosway (M) Sdn Bhd 26 Nippon Menard (M) Sdn Bhd

7 Crabtree & Evelyn (M) Sdn Bhd 27 Pacific Cosmetics (M) Sdn Bhd

8 DCM Personal Care Sdn Bhd 28 Pro Beau Sdn Bhd

9 Delfi Marketing Sdn Bhd 29 P.T.Mustika Ratu (M) Sdn Bhd

10 Esplanade Avenue 30 Rampai Niaga Sdn Bhd

11 Evonik Malaysia Sdn Bhd 31 Rina Skincare (M) Sdn Bhd

12 Golden Corner Sdn Bhd 32 Shaklee Products Malaysia S/B

13 Hawley & Hazel Marketing M'sia S/B 33 Sky Resources

14 Hoe Pharmaceuticals Sdn Bhd 34 Thalgo Cosmetic (Sea) Sdn Bhd

15 Kanebo Cosmetics Malaysia Sdn Bhd 35 Thor Specialties Sdn Bhd

16 Laponie Marketing Sdn Bhd 36 Taiway Marketing Co Ltd

17 L'Occitane Malaysia Sdn Bhd 37 VOV Hair & Beauty Sdn Bhd

18 Luprim Sdn Bhd 38 Watsons Personal Care Store Sdn Bhd

19 Luxasia Sdn Bhd 39 Wayco Manufacturing

20 LVMH Perfumes & Cosmetics (M) S/B 40 Yakin Invest Corporation Sdn Bhd 41 Skin Sense Sdn Bhd

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MINUTES OF ANNUAL GENERAL MEETING HELD ON 31st March 2015

AT BUKIT KIARA EQUIESTRIAN COUNTRY RESORT

AGENDA ANNUAL GENERAL MEETING

a) Review and Adoption of Annual General Meeting 2014 minutes b) President’s Presentation of Annual Report c) Presentation of Accounts by Treasurer d) Adoption and approval of Accounts for 2014 e) Any other business.

(of which due notice should be given (7) days before the Annual General Meeting) The meeting began at 10.00am The President, Encik Abdul Aziz Arshad thanked all members for their attendance. Members were asked to review the minutes of the last Annual General Meeting held on 21st March 2014. Since there was a quorum and no objections raised , the minutes of the Annual General Meeting held on 21st March 2014 were proposed to be adopted by Ms Maggie Wang of Elken Sdn Bhd and seconded by Mr P C Ng of Colgate Palmolive (M) Sdn Bhd.

President’s Report 2014 Financial Report The President gave an overview of the financial status of the Association and reported of the deficit account in 2014. He also warned of further deficit for year 2015 as the cost of goods has increased tremendously not forgetting the 6% GST will kick-start on 1st April 2015. CTFA is not GST registered and therefore we cannot charge nor claim back GST from the government. In the 2014 financial report, generally the expenses were very prudent however, the deficit derives from the Gala Night expenses noting the fact that the organizing cost of the event has increased since last year but the member’s table price was maintained at RM1,700.00 per table for the benefit of the members. In the last board meeting on 10th Feb 2015, the board made a proposal for an increase in the subscription fees for year 2016. For the coming year the Association shall aim at break-even and not run into further deficit. Note: A copy of the audited accounts was emailed to all members 14days prior to this AGM meet.

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Committee Reports The Committee’s Reports shall be attached to these minutes and will be uploaded to the CTFA website. See Appendix 1. There being no further query raised, the accounts of 2014 was proposed for adoption by Ms Lai Mee Ping of Bodibasixs Manufacturing Sdn Bhd and seconded by Ms Emily Loo of Estee Lauder Malaysia Sdn Bhd.

Other Business Resolutions to Vote for Amendment on Part of Constitution of The Cosmetic, Toiletry And Fragrance Association of Malaysia

The Board hereby proposes that the following resolution be passed and adopted at the Annual General Meeting: Resolutions to vote on the amendment of the following Clauses:- RESOLUTION 1 (OLD) CLAUSE 4 MEMBERSHIP

There shall be three (3) categories of members:

a) Ordinary Member

i) Eligibility – Any company incorporated under the Companies Act, 1965, and

engaged in the manufacturing, importing and/-or distributing of cosmetics, fragrances and toiletry

products and services in Malaysia shall be eligible to apply for Ordinary Membership.

ii) Each company will be treated as a member irrespective of the number of brands,

they manufacture, import or distribute. Thus, such members will be eligible for one

vote.

b) Associate Member Any company incorporated under the Companies Act, 1965, and engaged in the contract

manufacturing of cosmetics, fragrances and toiletry products for distribution in Malaysia shall be eligible to

apply for Associate Membership. Associate Members are not entitled to vote in the affairs of the Association

and not eligible to stand for election to the Committee.

c) Affiliate Member Any firm, corporation, company and co-operative society incorporated in Malaysia, not

carrying on business or contract manufacturing, as defined in 5(a) and 5(b) above, but closely associated directly

or indirectly with the cosmetic, toiletry and fragrance industry in Malaysia, shall be eligible to apply for Affiliate

Membership, whose requirement shall be decided upon by the Committee in the exercise of the waiver of such

terms and conditions. Affiliate Members are not entitled to vote in the affairs of the Association and not eligible

to stand for election to the Committee.

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d) The requirements for Ordinary and Associate Membership are as follows:

i) that the applicant shall have a paid-up capital of not less than Ringgit Malaysia

fifty thousand (RM50,000) and

ii) that the merchandise or service distributed by the applicant is of merchantable

quality.

ADMISSION TO MEMBERSHIP

a) All Applications for membership shall be made on the prescribed forms and shall be accompanied by:

i) A detail of their mode of marketing and/or operation together with whatever

appropriate literature or documents pertaining to their method of marketing.

ii) A signed commitment to the code of Ethics of the Association.

b) The name of each applicant shall be made known to all members of the Committee who shall at the

Committee meeting following decide as to whether the applicant is to be admitted to membership and to the

category of membership to which the applicant ought to be admitted. Any applicant eligible for election shall

become a member in its conventional or corporate name. The Committee shall not be required to give any

reason in the event of an applicant not being elected.

c) An applicant shall be deemed to be elected as a member if not more than two (2) members of the

Committee shall have voted against the applicant.

d) When an applicant has been elected, the Secretariat shall notify him thereof in writing and shall at the same

time furnish him with a copy of the Rules and Byelaws of the Association.

e) A newly elected member shall undergo a provisional period of a minimum period of one (1) year, to a

maximum period of two (2) years and its membership shall be subjected to review any time during the two (2)

years, to determine its suitability and qualification for continuing membership in the Association evidenced by

the member’s action, deed and professional decorum, in the day-to-day conduct of its business including

adherence to the Association’s Code of Ethics. The Committee shall have full powers to recommend to the

members the termination of any member within the reference of this Rule.

RESOLUTION 1

(NEW)

CLAUSE 4 MEMBERSHIP - Change to read as follows:-

Eligibility:-

a) Any company incorporated under the Companies Act, 1965, and engaged in the manufacturing,

importing and/-or distributing of cosmetics, fragrances and toiletry products and services in Malaysia

shall be eligible to apply for Membership.

b) Each company will be treated as a member irrespective of the number of brands, they manufacture,

import or distribute. Thus, such members will be eligible for one vote.

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c) the applicant shall have a paid-up capital of not less than Ringgit Malaysia

fifty thousand (RM50,000).

ADMISSION TO MEMBERSHIP

a) All Applications for membership shall be made on the prescribed forms and shall be accompanied by:

i) Form 9, 24 and 49; and Brochures of Products

ii) A signed commitment to the code of Ethics of the Association.

b) The name of each applicant shall be made known to all members of the Committee who shall collectively

decide as to whether the applicant is to be accepted. The Committee shall not be required to give any reason

in the event of an applicant not being accepted.

c) Every applicant whose application has been approved as aforesaid shall, upon payment of the prescribed entrance fee and annual subscription, be accepted as a member of the Association.

d) When an applicant has been accepted the Secretariat shall notify the Company thereof in writing and

furnish the Company a copy of the Constitution of the Association.

e) A newly accepted member shall undergo a provisional period of a minimum period of One (1) year.

A pointed noted for:-

Eligibility:-

a) Any company incorporated under the Companies Act, 1965, and engaged in the manufacturing,

importing and/-or distributing of cosmetics, fragrances and toiletry products and services in Malaysia

shall be eligible to apply for Membership.

The Board clarified that the raw material supplier shall fall under the purview of services.

RESOLUTION 2

(OLD)

CLAUSE 5 - RESIGNATION AND TERMINATION

iii) Failure to attend three (3) consecutive General Meeting without prior notice.

NEW

Item (iii) to be deleted.

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(OLD)

CLAUSE 5

EXPULSION OF MEMBERS.

Any member who fails to comply with the rules Constitution of the Association or has acted in a manner

contrary to the interest of the Association may be expelled or suspended for a period of time as the Committee

may deem fit. Before the Committee expels or suspends the member, the company he shall be informed of the

grounds for such expulsion or suspension in writing and the company he shall be given an opportunity to explain

and absolve himself in person. Such expulsion or suspension shall be enforced unless countermanded by a

decision of the General Meeting upon appeal by the member.

(NEW)

CHANGE TO READ AS FOLLOWS:-

EXPULSION OF MEMBERS.

Any member who fails to comply with the Constitution of the Association or has acted in a manner contrary to

the interest of the Association may be expelled or suspended for a period of time as the Committee may deem

fit. Before the Committee expels or suspends the member, the company shall be informed of the grounds for

such expulsion or suspension in writing and the company be given an opportunity to explain in person. Such

expulsion or suspension shall be enforced unless countermanded by a decision of the General Meeting upon

appeal by the member.

RESOLUTION 3 - to increase the fees for the year 2016 (OLD)

CLAUSE 6 (a)- SOURCE OF INCOME

ENTRANCE AND SUBSCRIPTION FEE

a) The entrance fee and subscription payable shall be as follows:

Entrance Fee - RM1,000.00

Subscription Fee - RM1,250.00

(NEW)

CLAUSE 6(a) - SOURCE OF INCOME

ENTRANCE AND SUBSCRIPTION FEE

a) The entrance fee and subscription payable shall be as follows:

Entrance Fee - RM1,000.00

Subscription Fee - RM1,500.00

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RESOLUTION 4

(OLD)

CLAUSE 7 GENERAL MEETING

PROCEEDINGS AT GENERAL MEETINGS

a) Chairman - at all General Meeting, the President or in his absence the Vice-President, shall take the

Chair. If the President or Vice President were absent, a Member of the Committee shall be elected for

the purpose.

b) No business shall be transacted at any General Meeting unless a QUOROM is present. To constitute a

quorum the voting members present must be

i) at least one half of the total voting membership of the Association, or

ii) at least the voting members must represent twice the total number of committee members

If a quorum is not present half an hour after the time appointed for the postponed meeting, if convened

by the requisition of the members, shall stand adjourned to a date to be determined by the Committee.

c) Voting - Every Member present, shall be entitled to one vote upon each motion before the meeting,

and each motion shall be decided by a show of hands, and in case of an equality of votes the chairman

of the meeting shall have a second or casting vote. No proxies are allowed.

d) Decision at Annual General Meeting - Resolutions duly proposed and seconded at an Extraordinary

General Meeting shall be decided by a majority of those present and entitled to vote thereon unless

specifically provided for in these Rules. No proxies are allowed.

e) Decision at Extraordinary General Meetings - Resolutions duly proposed and seconded at an

Extraordinary General Meeting shall be decided by a majority of those present and entitled to vote

thereon unless specifically provided for in these Rules.

f) Minutes -The proceedings of all General Meetings shall be entered in a minute book, which on being

signed by the Chairman at the next General Meeting as a true record shall be conclusive evidence of the

business done and passed at the aforesaid General Meetings.

MEETINGS OF THE ASSOCIATION

a) Annual Meetings - An Annual General Meeting shall be held as soon as possible after the end of each

financial year, but not later than three months after that date.

b) Extraordinary General Meeting - An Extraordinary General Meeting may be convened by the Committee

and the committee must call for such a meeting within 30 days on the requisition in writing of 50percent

or more members.

c) A General Meeting may be convened by the Committee on a periodical basis, to update Members of

activities of the Association, legislative and other issues that affect the cosmetics industry.

d) Business at the Annual General Meeting shall be:

i) To consider the Annual Report of the Committee.

ii) To receive and approve the annual accounts of the preceding financial year.

iii) To elect Committee Members and Hon. Auditors for a term of two (2) years.

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iv) Any other business of which due notice has been given seven days before the

date of the Annual General Meeting.

e) Notice of Meetings:

i) A fourteen days notice in writing of an Annual General Meeting shall be given to

each Member of such a meeting together with the annual audited accounts of the

Association for the previous year.

ii) A seven-days notice in writing of an Extraordinary General Meeting shall be given

to each Member for such a meeting.

iii) A fourteen-days notice in writing of a General Meeting shall be given to each

member for such a meeting.

iv) Accidental Omission of Notice - The accidental commission to give notice of a General Meeting to, or

the non- receipt of such notice by any Member entitled to receive such notice shall not invalidate the

resolution or business transacted at the

meeting.

MEMBERS REPRESENTATION

a) In all matters affecting their membership of the Association, members may each be represented by one

to three (but not more than three) nominees, provided such nomination shall have been made on the form to

be supplied by the Honorary Secretary and duly approved by the Committee and registered with the Honorary

Secretary.

b) The representative or nominee of a member must be a person authorized by the Member Company to

represent them. The representative or nominee must be a full time permanent employee of the Member

Company.

c) Only one representative from each member company are allowed to be elected in the committee.

RESOLUTION 4

(NEW)

CLAUSE 7 GENERAL MEETING : Change to read as follows:-

MEETINGS OF THE ASSOCIATION

a) Annual Meetings - An Annual General Meeting shall be held as soon as possible after the end of each financial year, but not later than three months after that date. b) Extraordinary General Meeting - An Extraordinary General Meeting may be convened by the Committee and the committee must call for such a meeting within 30 days on the requisition in writing of 50percent or more members. c) A General Meeting may be convened by the Committee on a periodical basis, to update Members of activities of the Association, legislative and other issues that affect the cosmetics industry. d) Business at the Annual General Meeting shall be:

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i) To consider the Annual Report of the Committee. ii) To receive and approve the annual accounts of the preceding financial year. iii) To elect Committee Members and Hon. Auditors for a term of two (2) years. iv) Any other business of which due notice has been given seven days before the

date of the Annual General Meeting.

e) Notice of Meetings: i) A fourteen days notice in writing of an Annual General Meeting shall be given to

each Member of such a meeting together with the annual audited accounts of the Association for the previous year. ii) A seven-days notice in writing of an Extraordinary General Meeting shall be given to each Member for such a meeting. iii) A fourteen-days notice in writing of a General Meeting shall be given to each

member for such a meeting.

iv) Accidental Omission of Notice - The accidental commission to give notice of a General Meeting to, or the non- receipt of such notice by any Member entitled to receive such notice shall not invalidate the resolution or business transacted at the meeting.

PROCEEDINGS AT MEETINGS

a) Chairman - at all General Meeting, the President or in his absence the Vice-President, shall take the Chair. If

the President or Vice President were absent, a Member of the Committee shall be elected for the purpose.

b) No business shall be transacted at any General Meeting unless a QUOROM is present. To constitute a

quorum the voting members present must be:

i) At least one half of the total voting membership of the Association, or

ii) At least the voting members, (including committee members), must represent thrice the total

number of committee members

If half an hour after the time appointed for the meeting a quorum is not present, the members present shall

have the power to proceed with the business of the day but shall not have the power to alter the rules of the

Society or make any decision affecting the whole membership.

c) For each motion, every member present shall be entitled to only one vote. No proxies are allowed. The

method of voting shall be left to the discretion of the committee members. In case of a tie in the number of

votes, another round of voting is to be conducted until a majority decision has been reach.

d) Decision at Annual General Meeting & Extraordinary General Meetings - Resolutions duly proposed and

seconded at an Annual General Meeting & Extraordinary General Meeting shall be decided by those present and

every member shall be entitled to vote thereon unless specifically provided for in these Rules.

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e) The proceedings of all General Meetings shall be minute and signed by the Chairman of the meeting at the

next General meeting.

MEMBERS REPRESENTATION

a) In all matters affecting their membership of the Association, members may each be represented by up to

three nominees, provided such nomination shall have been made on the form to be supplied by the Honorary

Secretary and duly approved by the Committee and registered with the Honorary Secretary.

b) The representative or nominee of a member must be a person authorized by the Member company to

represent them.

c) Only one representative from each member company is allowed to be elected in the committee.

RESOLUTION 5

(OLD)

CLAUSE 8 - COMMITTEE

8. MEMBERSHIP OF THE COMMITTEE

a) Election of Committee - The President, Vice-President and every member of the committee shall be elected at each Annual General Meeting and shall hold office only until the next Bi-Annual General Meeting. Names for the above office shall be proposed and seconded and election will be by a simple majority of members present at the Annual General Meeting.

b) Retirement of Committee Members - At the Annual General Meeting every year all the Members of the Committee shall retire from the office. Retiring Members of the Committee shall be eligible for re-election.

c) Casual Vacancy - A casual vacancy may be filled by the committee but the next person so

appointed shall only hold office until the next Annual General Meeting.

d) All persons nominated for election to the committee must be full time permanent employees of the Member Company.

e) No member shall be nominated or elected to office unless with his consent and presence at the Annual General Meeting. In the event of his absence at the meeting, a valid reason to that effect must be submitted to the Secretary at least twenty-four (24) hours before the meeting together with his written consent to stand for election.

PROCEEDINGS OF THE COMMITTEE

a) Meetings - The Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings at such times and places they think fit.

b) Chairman - The President of the Association shall be the Chairman for the purposes of transacting the business of the Committee. If at any meeting of the Committee the President is not present, the Vice-

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President shall preside at the meeting.

c) Quorum - The quorum necessary for the transaction of the business of the Committee shall be one-half of the total number of Committee Members.

d) Requisition - A meeting of the Committee shall be called on the requisition in writing of any two of its members.

e) Voting - Questions arising at any meeting of the Committee shall be decided by a simple majority of those present. Each member of the Committee shall be entitled to one vote. In the event of an equality of votes, the Chairman shall have the casting vote.

f) Minutes - The proceedings of all Committee Meetings shall be entered in a minute book, which shall be signed by the Chairman as a true record at the next succeeding Committee Meeting.

g) Validation - All acts done by any Member of the Committee or by any person acting as a Member of the Committee shall not - withstanding that it is afterwards discovered that there was some defect in the appointment of any Committee Member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Committee.

h) Written Resolution - A resolution in writing, signed by all the Members of the Committee for the time being entitled to receive notice of a meeting of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

RESOLUTION 5

(NEW)

CLAUSE 8 COMMITTEE - Change to read as follows:-

8. MEMBERSHIP OF THE COMMITTEE

a) Election of Committee –

i) The committee members shall be elected at the AGM and shall hold office for two consecutive years.

At the end of each term, all committee members shall retire from office. Retiring Members of the

Committee shall be eligible for re-election.

ii) The committee shall be composed of a President, a Vice-President, one Honorary Secretary, one

Honorary Treasurer and five Ordinary Committee Members.

iii) All members of the Committee and every officer performing executive functions in the Association shall be Malaysian citizens. No members shall be eligible to stand for election to the committee unless he has been an Ordinary member for the past one (1) year.

b) Casual Vacancy - A casual vacancy may be filled by the committee but the next person so appointed shall

only hold office until the next Annual General Meeting.

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c) All persons nominated for election to the committee must be full time permanent employees of the Member

Company.

d) No member shall be nominated or elected to office unless with his consent and presence at the Annual

General Meeting. In the event of his absence at the meeting, a valid reason to that effect must be submitted to

the Secretary at least twenty-four (24) hours before the meeting together with his written consent to stand for

election.

PROCEEDINGS OF THE COMMITTEE

a) Meetings - The Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings at such times and places they think fit.

b) Chairman - The President of the Association shall be the Chairman of the committee meeting. In the absence of the President, the Vice President shall preside at the meeting.

c) Quorum - The quorum necessary for the transaction of the business of the Committee shall be one-half of the total number of Committee Members. d) Voting – Matters arising at any meeting of the Committee shall be decided by a simple majority of those present. Each member of the Committee shall be entitled to one vote. In the event of an equality of votes, the Chairman shall have the casting vote. For each motion, every member present shall be entitled to only one vote. No proxies are allowed. The method of voting shall be left to the discretion of the committee members. In case of a tie in the number of votes, another round of voting is to be conducted until a majority decision has been reach. e) Minutes - The proceedings of all General Meetings shall be minute and signed by the Chairman of the meeting at the next General meeting.

f) Validation - All acts done by any Member of the Committee or by any person acting as a Member of the Committee shall not - withstanding that it is afterwards discovered that there was some defect in the appointment of any Committee Member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Committee.

g) Written Resolution - A resolution in writing, signed by all the Members of the Committee for the time being entitled to receive notice of a meeting of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

A pointed noted for:-

a) Election of Committee –

“ ii) The committee shall be composed of a President, a Vice-President, one Honorary Secretary, one

Honorary Treasurer and five Ordinary Committee Members.”

The Board had deliberated on the number of Ordinary Committee Members and agrees that the present number

is sufficient. Presently there are members who are involved in the sub-committees of Technical Regulatory

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Committee, Halal Committee, JAKIM TWG and AD Task Force. The Board encouraged more participation from

the members for the formation of sub-committees.

RESOLUTION 6

(OLD) CLAUSE 9 - DUTIES OF OFFICE BEARERS

9. DUTIES OF THE COMMITTEE

a) i) Committee - there shall be a Committee of the Association composed of a President, a Vice-

President, one Honorary Secretary, one Honorary Treasurer and five Ordinary Committee Members.

ii) All members of the Committee and every officer performing executive functions in the Association

shall be Malaysian citizens. No members shall be eligible to stand for election to the committee unless

he has been an Ordinary member for the past one (1) year.

b) Duties - The duties of the office - bearers are as follows:

i) The President

Shall act as chairman at all General and committee Meetings. He shall also represent the Association in

its dealings with outside persons.

ii) The Vice-President

Shall assist the President in carrying out his duties.

iii) Honorary Secretary

Shall keep all records, except financial, of the Association and shall be responsible for their correctness.

He will keep the minutes of all General and Committee meetings.

iv) The Honorary Treasurer keep all funds and collect and disburse all money on behalf of the

Association and shall be responsible for their correctness. He is authorized to expend up to RM100.00

per month for petty cash expenses on behalf of the association. He will not keep more than RM300.00 in

the form of cash and money in excess of this will be deposited in a bank to be named by the committee.

Cheques, etc for withdrawals from the bank will be signed by the President or Honorary Secretary in

addition to the Honorary Treasurer.

v) Ordinary Committee Members

Shall assist in conducting the affairs of the Association.

c) Any member of the Committee absenting himself from three meetings consecutively without

satisfactory explanation shall be deemed to have withdrawn from the Committee to serve until the next Annual

General Meeting.

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d) Governing Body - The Committee shall be the governing body of the Association and shall generally

manage and conduct the affairs and business of the Association.

SECRETARIES

a) Appointment-The Association may appoint any person or firm as paid Secretary or Secretaries to assist the Honorary Secretary and Honorary Treasurer to carry out their work. The Committee shall decide the remuneration and conditions of the person or firm appointed.

b) Duties - The paid Secretary or Secretaries so appointed by the Association shall attend all Committee and General Meetings but not be entitled to vote at any such meeting.

REGISTER OF MEMBERS Register - A register of all members of the Association shall be maintained by the Honorary Secretary and shall

contain inter alia the following particulars: a) The name and address of each member

b) The date on which a member was approved at such c) The date on which any member ceased to be such d) The names of the nominees of each member e) The names of brands marketed by each member

RESOLUTION 6

(NEW) Change to read as follows:- CLAUSE 9 - DUTIES OF COMMITTEE MEMBERS

9. DUTIES OF THE COMMITTEE

a) Duties - The duties of the Committee Members are as follows:

i) The President

He/she shall act as a Chairman at all General and Committee Meetings.

ii) The Vice-President

Shall assist the President in carrying out his duties.

iii) Honorary Secretary

Shall keep all records, except financial, of the Association and shall be responsible for their correctness.

iv) The Honorary Treasurer

Shall keep all funds, collect and disburse all money on behalf of the Association and be responsible for

their correctness. Cheques, etc for withdrawals from the bank will be sign approved by the Honorary

Treasurer and co-signed by the Honorary Secretary or the President.

v) Ordinary Committee Members - Shall assist in conducting the affairs of the Association.

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b) Any member of the Committee absenting himself from three meetings consecutively without satisfactory explanation shall be deemed to have withdrawn from the Committee.

c) Governing Body - The Committee shall be the governing body of the Association and shall generally manage and conduct the affairs and business of the Association.

SECRETARIAT

a) Appointment-The Association may appoint any person or firm as paid Secretariat to assist the Honorary

Secretary and Honorary Treasurer to carry out their work. The Committee shall decide the remuneration and

conditions of the person or firm appointed.

b) Duties - The paid Secretariat so appointed by the Association shall attend all Committee and General Meetings but not be entitled to vote at any such meeting.

REGISTER OF MEMBERS Register - A register of all members of the Association shall be maintained by the Honorary Secretary and shall

contain inter alia the following particulars: a) The name and address of each member

b) The date on which a member was approved at such c) The date on which any member ceased to be such d) The names of the nominees of each member e) The names of brands marketed by each member

RESOLUTION 7

(OLD)

CLAUSE 15 PROHIBITION

(1) None of the following games shall be played in the premises of the Society: Roulette, Lotto, Fan Tan, Poh,

Peh Bin, Belankai, Pai Kau, Tau Ngau, Tien Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Thirty One,

Ten and a half, all games of dice, bankers games, all video games and all games of mere chance.

(2) Neither the Society nor its members shall attempt to restrict or in any other manner interfere with the trade

or prices or engage in any Trade Union activities as defined in the Trade Union Act, 1959..

(3) The Society shall not hold any lottery, whether confined to its members or not, in the name of the society, its

office-bearers or members without prior approval from the authorities concerned.

(4) Benefits as mentioned under section 2 of the Societies Act 1966 shall not be given by the society to any of its

member.

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RESOLUTION 7

(NEW)

CLAUSE 15 - PROHIBITION - To Rephrase as follows:-

Prohibitions

(1) None of the following games shall be played in the premises of the Association: Roulette, Lotto, Fan Tan, Poh,

Peh Bin, Belankai, Pai Kau, Tau Ngau, Tien Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Thirty One,

Ten and a half, all games of dice, bankers games, all video games and all games of mere chance.

(2) Neither the Association nor its members shall attempt to restrict or in any other manner interfere with the

trade or prices or engage in any Trade Union activities as defined in the Trade Union Act, 1959..

(3) The Association shall not hold any lottery, whether confined to its members or not, in the name of the

society, its office-bearers or members without prior approval from the authorities concerned.

(4) Benefits as mentioned under section 2 of the Societies Act 1966 shall not be given by the society to any of its

member.

RESOLUTION 8

(OLD)

CLAUSE 16 (b) AMENDMENT OF CONSTITUTION

b) Amendments - These Rules may be amended, cancelled, altered and added to as may be necessary and

expedient from time to time by a special resolution of Members duly passed at a properly constituted General

Meeting. Any such amendment, cancellation, alteration or addition to such rules shall not come into force

without the prior sanction of the Registrar of Societies. Any amendment approved at a General Meeting shall be

sent to the Registrar of Societies within 60 days after the General Meeting.

(NEW)

CLAUSE 16 (b) – AMENDMENT OF CONSTITUTION

Change to read as follows:-

b) Amendments - These Rules may be amended, cancelled, altered and added to as may be necessary and

expedient from time to time by a special resolution of Members duly passed at a properly constituted Annual

General Meeting. Any such amendment, cancellation, alteration or addition to such rules shall not come into

force without the prior sanction of the Registrar of Societies. Any amendment approved at a Annual General

Meeting shall be sent to the Registrar of Societies within 60 days after the Annual General Meeting.

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RESOLUTION 9

(OLD)

CLAUSE 17 DISSOLUTION

17. DISSOLUTION

Winding Up - The Committee may at any time resolve that the Association shall be wound up and dissolved, and

thereupon an Extraordinary General Meeting shall be convened to consider and, if thought fit, to pass a

resolution that the Association be wound-up. Upon such resolution being passed by a majority of not less than

threefourths of the Members present personally or by their Nominees, the Committee shall call a further

meeting not earlier than seven days nor later than twenty-eight days thereafter for the purpose of confirming

such resolution, and upon such confirmation being passed notice thereof signed by the three principal

officebearers shall within fourteen days of the confirmation of the resolution be sent to the Registrar of

Societies. Upon such dissolution being registered, the property of the Association shall be sold and converted

into cash and all surplus funds remaining after satisfying all the liabilities of the association and the costs of

winding-up shall be donated to charitable institution to be decided by the committee.

(NEW)

CLAUSE 17 - DISSOLUTION - Change to read as follows:-

17. DISSOLUTION

The Committee may at any time resolve that the Association shall be wound up and dissolved, and thereupon an

Extraordinary General Meeting shall be convened to consider and, if thought fit, to pass a resolution that the

Association be wound-up. Upon such resolution being passed by a majority of not less than three-fifths of the

Members present personally or by their Nominees, the Committee shall call a further meeting not earlier than

seven days nor later than twenty-eight days thereafter for the purpose of confirming such resolution, and upon

such confirmation being passed notice thereof signed by the three principal office bearers shall within fourteen

days of the confirmation of the resolution be sent to the Registrar of Societies. Upon such dissolution being

registered, the property of the Association shall be sold and converted into cash and all surplus funds remaining

after satisfying all the liabilities of the association and the costs of winding-up shall be donated to charitable

institution to be decided by the committee.

The above 9 Resolutions shall be forwarded to ROS (Registrar of Societies) for approval. There being no further query raised, the above Resolutions were proposed for adoption by Mr Lim You Goang of Beauty Specialist Distributors Sdn Bhd and seconded by Ms Habibah Tajulaarus of Reckitt Benckiser (Malaysia) Sdn Bhd. Other Matters 1. There were no other matters and the AGM meeting ended at 11.00am. Meeting adjourned

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APPENDIX 1

2015 PRESIDENT’S REPORT

The first year of the 2014/2016 period saw the various committee continuing to work on the Association’s identified list of priorities. These are:

1. To continue educating members on the full compliance of the ACD 2. To monitor and highlight issues relating to the Quest system 3. To actively participate in all activities related to the cosmetics industry such as ACC, ACSB, Halal, KPDNKK, BPFK 4. To provide value-added information to all members through seminars and workshops 5. To mediate between members and government bodies in matters relating to the industry

As we move forward, these priorities which shall always be on-going will form the basis of most of CTFAs’ activities. However, as the industry evolves, the Association may change the priorities to keep up with the changes. 2014 was another challenging year, not only for CTFA but for the industry as well, in terms of business and operational issues, such as the impact of the sliding Ringgit and the volatility of the fuel price. The industry too had to face the uncertainty of the impact of the implementation of GST. The Board members were as usual very active in working with various government agencies on matters relating to our industry. Apart from the Quest 3 issues, the Board members also were involved in the halal standards, medical device, consumer awareness to name a few. 2015 will be even more challenging for the industry in anticipation of the implementation of the GST on April 1. CTFA has worked with the various agencies in organizing seminars/talks on GST in trying to provide its members an understanding of it. As at the end of 2014 our membership stood at 82 members, with 3 members resigning, and the addition of 3 new members. Finally I would like to express my heartfelt appreciation to the Board their continuous hard work in supporting the associations’ activities and member needs. The Board and I would also like to thank all members for having the trust in us in moving the Association forward. Abdul Aziz Arshad President 2014/2016

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Technical Regulatory Committee Annual Report 2014/15 In line with CTFA’s priorities, the Technical Regulatory Committee (TRC) continued to play an important role in protecting the interests of the CTFA members. In order to consistently exceed the expectations of our key stakeholders, continuous communication as one industry voice remains as key focus for the TRC and it is our commitment to ensure that timely communication to company members on the regulatory developments or decisions. TRC also continue to contribute as a strong industry representations by channeling our efforts through the following key strategic platforms such as The Technical Working Group (TWG) with the National Pharmaceutical Control Bureau (NPCB) and meetings of the ASEAN Cosmetic Committee (ACC) and ASEAN Cosmetic Scientific Body (ACSB). Through TRC’s participation in the ACSB/ACC meetings, we were able to put forth CTFA’s position in relation to the various technical issues raised, including the inclusion of 5 parabens derivatives (isopropylparaben, isobutylparaben, phenylparaben, benzylparaben, pentylparaben) into the Annex II of the ASEAN Cosmetic Directive (entry Ref # 1374 -1378). Following this, in March 2015, CTFA - FMM MCTIG has submitted a joint industry appeal letter to the NPCB on the extension of grace period until 31 December 2015. Initially, the grace period granted is until 30 July 2015, for existing product in the market. During the TWG and association meetings, national issues affecting the industry continue to be addressed in particular on the implementation of ASEAN Sunscreen Labeling Guidelines, review of the ACD annexes, Appeal on Cosmetics Names etc. Besides its involvement in the above meetings, the TRC also supported the activities of other sub-committees of the CTFA, namely the Government & External Relations which includes activities such as participation in meetings with JAKIM on governance in pertinent to Halal Regulation, LPF TV Advertisement Approval and Final Draft of the Code of Advertisement for Medical Device. For 2015, the TRC will remain committed to its mission to protect the CTFA members’ interests and keeping the members updated on relevant regulatory developments. Lastly, we would like to express our sincere gratitude to fellow Board and TRC Members for their contribution and continuous support on the TRC activities through the years. On behalf of the TRC, we wish to also thank all the members who have provided their feedback on TRC-related matters. Here’s to another great year!

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Lilywati Arshad & Zarrah Banu Hulwani Technical Regulatory Committee Co-Chairs

External Affairs Sub-Committee 2014-2015 Annual Report

Membership All the Board Members of the CTFA are members of the External Relations Sub-committee as they continue to participate in most of the External Affairs Sub-Committee activities. Key Activities for 2014 - 2015 For the past one year, the External Affairs Sub-Committee continues with the initiative to develop new relations with external government departments / authorities that are key to the Association besides strengthening the existing good working relationship with the relevant departments in the Ministry of Domestic Trade, Cooperatives and Consumerism (MDTCC), the Department of Islamic Development of Malaysia (JAKIM), the Film Censorship Board (LPF) and the Department of Standards Malaysia. For this period, we have successfully established good connection with the Commercial Division of Ministry of Multimedia and Communication. This Division is responsible for reviewing advertisements aired in Radio & Television Malaysia (RTM). The Committee also continues its collaboration with other Sub-committees of the CTFA especially the Technical & Regulatory and the Training Sub-Committee in delivering the fundamentals of the External Relations Sub-Committee responsibilities. i. Initiatives with JAKIM The Committee led several discussions with JAKIM’s officers and is pleased to report that the Association has achieved some headway in the efforts to influence for simplification and improvement of efficiency relating to JAKIM halal certification procedures and processes. Example of the successes in this area: a. JAKIM’s agreement to consider granting conditional approvals for “no site audits” for products with same backbone formula produced by sites with valid JAKIM’s halal certification. This means that for products with formulation that are similar to products (same backbone) that are already halal certified by JAKIM and the certification for the site is still valid, JAKIM is willing to consider conducting only “paper audit” without the need for site audits provided certain conditions are met. The CTFA has proposed for the “industry friendly conditions” to JAKIM which was accepted by JAKIM. Members need to note that the final decision on whether or not to grant this exemption is dependent on the discretion of the Halal Evaluation Panel of JAKIM.

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b. JAKIM’s concurrence to consider granting a longer validity period for cosmetics products halal certification for companies that meet the set criteria Again, this is subject to the discretion of JAKIM’s Halal Evaluation Panel and only companies that fulfill the conditions can apply for JAKIM’s consideration on this. The CTFA continues to recognize by the government as an association that represents the cosmetic industry in events and activities related to halal. The latest on this is the invitation from JAKIM for the Association to participate in the 6th Convention of Halal Certification Bodies on Mar 30th-31st, 2015, an event with participation of recognized halal certification bodies from around the world. In Dec 2014, the CTFA was also invited by the HDC and the Department of Standards to participate in a workshop led by these entities with the objective to strengthen the Malaysia Halal certification procedures, standards and processes. Various stakeholders from the relevant government departments, academia, trade associations and Consumer Groups attended the workshop. ii. Activities with the Commercial Division of the Ministry of Communication & Multimedia. In July 2014, the CTFA submitted a proposal for omission of some of prohibitions in the the RTM Guidelines which are outdated and do not represent the current situation in advertising practices. The Association has been regularly following up with the Division ever since and targeting to have a meeting with them in early Q2 2015 to discuss on the CTFA’’s proposal. Words of Appreciation The Sub-Committee would like to once again record the utmost appreciation to the Board Members of the CTFA for their contributions and participation in the External Affairs Sub-Committee activities in 2014-2015 and also to all members who had been contributing their input to the Committee in support of the GEC activities. Hamidah Minhaj Chairman

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CTFA AGM 2015 REPORT - TRAINING & EDUCATION COMMITTEE (TEC)

Apart from providing constructive trainings to empower members with superior comprehension on cosmetic regulation, training on other new or current regulations from MDTCC, Malaysia Royal Customs are also included. This has given members a platform to address challenges in local regulatory implementation and execution and also to have better understanding on the regulations & guidelines. The Sub-Committee appreciates Board Members & members’ continuous support and we will do our best to provide better service in the coming year.

Date Activities

May 2014

Talk: “Do’s & D’ont’s” of the Cheap Sale Regulations, Trade Description Act 2011. Speaker: Ms Dottie Azlina Ismail, Senior Assistant Director, Enforcement Division,

Ministry of Domestic Trade, Co-operatives and Consumerism (MDTCC)

June 2014 GST Seminar 2014

Salient Features of GST Speaker: Pn. Fazilah Ariff

Input Tax Credit & Accounting/ Invoices / Record keeping

Speaker: Pn. Sabariah Md Yusof

Facilities (Manufacturing) & Retailing Speaker: Pn. Sabariah Md Yusof

What Business Should do to prepare for GST

Speaker: Pn. Fazilah Ariff

Jul 2014

Talk: Fire Prevention Awareness Speaker: From Fire Preventors’ Society

Sep 2014 Talk: Quest 3 Issues Speaker: 1) Mr Liang Kai Siang, Senior Assistant Director and 2) Puan Nurulfajar Mohd Jamid, Senior Principal Assistant Director from Biro Pengawalan Farmaseutikal Kebangsaan (BPFK), Kementerian Kesihatan Malaysia (KKM)

Ch’ng Soo Imm, Revathi Gunasekaran, Teh Yit Cheng & Janice Cheong Training & Education Committee (TEC)