Datasonic Group Berhad Annual Report 2020

DATASONIC GROUP BERHAD I ANNUAL REPORT 2020 (Registration No. 200801008472 (809759-X)) 216 EXPLANATORY NOTES: A) To receive the Audited Financial Statements This Agenda is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting. B) Ordinary Resolutions 1 and 2 – Directors’ Fees and Benefits Payable To Non-Executive Directors Section 230(1) of the Companies Act, 2016, provides amongst others, that the fees of the Directors and any benefits payable to the Directors of the Company shall be approved at a general meeting. The proposed Ordinary Resolutions 1 and 2, if passed, will allow payment of Directors’ fees and benefits to Non-Executive Directors of the Company on a monthly basis and/or as and when incurred within the stipulated period. The proposed Directors’ benefits payable comprises of meeting allowance and other benefits. The estimated amount of Directors’ benefits payable is based on the size of the Board and Board Committees and the number of scheduled Board and Board Committees meetings for the period commencing from the day after the Twelfth AGM until the next AGM of the Company. C) Annual Assessment of the Independence of the Independent Directors The Board through the Nomination and Remuneration Committee has undertaken an annual assessment of the independence of all its Independent Directors, including General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Ibrahim bin Wan Ahmad, Dato’ Sri Sharifuddin bin Ab Ghani, Dato’ Ibrahim bin Abdullah and Cik Noor Suhaila binti Saad who are seeking for re-election as Directors of the Company at the Twelfth AGM of the Company. The Board is satisfied that they meet the criteria prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. D) Special Business Ordinary Resolution 11 –Authority to Issue andAllot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016 The existing general mandate for the authority to issue and allot shares was approved by the shareholders of the Company at the Eleventh AGM held on 1 August 2019. As at the date of this Notice, the Company did not issue any new shares pursuant to this mandate obtained. The proposed Ordinary Resolution 11, if passed, will empower the Directors pursuant to Sections 75 and 76 of the Companies Act, 2016, from the conclusion of this AGM, to issue and allot shares in the Company provided that the aggregate number of shares issued does not exceed 10% of the total number of issued share capital of the Company at the time of issue for such purposes as they consider would be in the best interest of the Company. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This authority, unless revoked or varied at a general meeting, will expire at the next AGM of the Company. The renewal of this general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares for purpose of funding investment project(s), working capital and/or acquisition. At this juncture, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is sought, the Company will make an announcement in respect thereof. Notice of Twelfth Annual General Meeting (Cont’d)