ABSTENTION FROMVOTING 1. All the Non-Executive Directors who are Shareholders of the Company will abstain from voting on Ordinary Resolutions 1 and 2 concerning Directors’ fees and benefits payable at the 11th AGM. 2. The Directors referred to in Ordinary Resolutions 3, 4, 5 and 6 who are Shareholders of the Company will abstain from voting on the resolutions in respect of his/her re-election and re-appointment at the 11th AGM. EXPLANATORY NOTES ON SPECIAL BUSINESS Explanatory Note 8: Resolution 8: Proposed Mandates 8.1 The proposed Ordinary Resolution 8, if passed, will enable the Company and/or its subsidiary companies to enter into recurrent transactions involving the interests of the Related Parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business on terms not favourable than those generally available to the public and are not detrimental to the minority Shareholders of the Company. 8.2 Detailed information on the Proposed Mandates is set out in the Circular to Shareholders dated 27 April 2022. Explanatory Note 9: Resolution 9: Authority to Directors to allot and issue shares 9.1 The proposed Ordinary Resolution 9 is a general mandate to be obtained from the Shareholders of the Company at this 11th AGM and, if passed, will empower the Directors pursuant to Section 75 of the Companies Act, 2016 to allot and issue ordinary shares in the Company of up to an aggregate amount not exceeding ten percent (10%) of the issued share capital of the Company as at the date of such allotment of shares without having to convene a general meeting. 9.2 This general mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next annual general meeting of the Company. The general mandate from Shareholders is to provide the Company flexibility to undertake any share issuance during the financial year without having to convene a general meeting. 9.3 The rationale for this proposed mandate is to allow for possible share issue and/or fund raising exercises including placement of shares for the purpose of funding current and/or future investment projects, working capital and/or acquisitions as well as in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on an urgent basis and thereby reducing administrative time and costs associated with the convening of additional Shareholders meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board considers it to be in the best interest of the Company. SUSTAINABILITY JOURNEY HOWWE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION 387
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