Chemical Company of Malaysia Berhad Annual Report 2019

| Notice of Annual General Meeting | 7. The instrument appointing a proxy must be deposited to the Share Registrar, Boardroom Share Registrars Sdn. Bhd., 11 th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim (Jalan Semangat), Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not less than twenty-four (24) hours before the time appointed for the taking of the poll as per Section 334(3) of CA 2016. Alternatively, a member may deposit his/her proxy form(s) by electronic means through the Share Registrar’s website, Boardroom Smart Investor Online Portal. Kindly follow the link at https://www.boardroomlimited . my/ to login and deposit your proxy form electronically, also not less than 24 hours before the meeting. 8. Only Members whose names appear in the General Meeting Record of Depositors on 10 June 2020 will be regarded as members and will be entitled to attend, participate and vote at the meeting. Explanatory Notes on Ordinary Business 1. Audited Financial Statements for financial year ended 31 December 2019 The Audited Financial Statements are laid in accordance with Section 340(1) of the CA 2016 for discussion only. They do not require shareholders’ approval and hence will not be put for voting. 2. Ordinary Resolutions 1 to 6: Re-election of Directors retiring under Articles 105 and 110 of the Company’s Constitution Article 105 of the Constitution provides that one-third, of the Directors for the time being, or if their number is not in multiple of three, then a number nearest to one-third shall retire from office. Article 110 of the Constitution provides that any Director so appointed to fill a casual vacancy shall hold office until the next following AGM and shall then be re-eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. Consequently, one director, Dato’ Wan Mohd Fadzmi bin Che Wan Othman Fadzilah will be retiring in accordance with Article 105 and five directors, Datuk Anuar bin Ahmad, Raja Azura binti Raja Mahayuddin, Hasman Yusri bin Yusoff, Dr. Leong Yuen Yoong and Zainal Abidin bin Jamal, will be retiring under Article 110. For the purpose of determining the eligibility of the Directors to stand for re-election at the 58 th AGM, the Nomination and Remuneration Committee (NRC) has assessed each of the retiring Directors, and considered the following: (i) The Director’s level of contribution to the Board deliberations through his/ her skills, experience and strength in qualities; and (ii) In respect of the Independent Directors, the level of independence demonstrated by these Directors, and their ability to act in the best interests of the Company in decision-making The individual Directors have met the performance criteria required of an effective and high-performance Board. Based on the above, the Board approved the NRC’s recommendation that the Directors who retire in accordance with Articles 105 and 110 of the Constitution are eligible to stand for re-election. These retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant NRC and Board meetings. 3. Ordinary Resolution 7 - Re-appointment of KPMG PLT as Auditors of the Company The Board, at its meeting held in February 2020 approved the Audit and Compliance Committee’s (ACC) recommendation for the shareholders’ approval to be sought at the 58 th AGM in respect of the re-appointment of KPMG PLT as External Auditors of the Company for FY 2020. 224 CHEMICAL COMPANY OF MALAYSIA BERHAD