Datasonic Group Berhad Annual Report 2021

DATASONIC GROUP BERHAD 210 NOTICE OF THIRTEENTH ANNUAL GENERAL MEETING (CONT’D) 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 Thirteenth 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 Dato’ Wan Mohd Safiain bin Wan Hasan and Mr Yee Kim Shing @ Yew Kim Sing who are seeking for re-election as Directors of the Company at the Thirteenth AGM of the Company. The Board is satisfied that they meet the criteria prescribed by the Main Market Listing Requirements of Bursa Malaysia. D) Special Business Ordinary Resolution 10 – Authority to Issue and Allot 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 Twelfth AGM held on 17 September 2020. The Company had on 6 April 2021 issued and allotted 262,000,000 new ordinary shares in the share capital of the Company at an issue price of RM0.4820 per share under a private placement exercise in accordance with the general mandate obtained from the shareholders of the Company at the Twelfth AGM. A gross proceeds of RM126,284,000 was raised from the private placement exercise, to be utilised for repayment of bank borrowings and to finance the Company’s existing and future projects. The proposed Ordinary Resolution 10, 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.