Datasonic Group Berhad Annual Report 2021

2021 ANNUAL REPORT 211 NOTICE OF THIRTEENTH ANNUAL GENERAL MEETING (CONT’D) E) Special Business Ordinary Resolution 11 – Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 11, if passed, will empower the Company to purchase up to 10% of the total number of issued shares of the Company. The details on the Proposed Renewal of Share Buy-Back Authority are set out in the Share Buy-Back Statement dated 16 August 2021. F) Special Business Ordinary Resolutions 12, 13, 14 and 15 – Retention of General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing as Independent Non-Executive Directors of the Company General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing were appointed as Independent Non-Executive Directors on 27 June 2011 and have therefore served for a cumulative term of more than nine (9) years. The Board through the Nomination and Remuneration Committee had assessed the performance and independence of General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing and recommended them to be retained as Independent Non-Executive Directors of the Company based on the following justifications:- a) They have met the independence guidelines as set out in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia and are therefore able to give independent opinion to the Board; b) Being Directors for more than nine (9) years have enabled them to contribute positively during deliberations/ discussions at meetings as they are familiar with the operations of the Company and possess sound knowledge of the Company’s operations; c) They have contributed sufficient time and exercised due care during their tenure as Independent Non-Executive Directors; d) They have discharged their professional duties in good faith and also in the best interest of the Company and shareholders; e) They have the calibre, qualifications, experiences and personal qualities to challenge management in an effective and constructive manner; f) They have never compromised on their independent judgement; and g) They have ensured that there were effective checks and balances in Board proceedings. The proposed Ordinary Resolutions 12, 13, 14 and 15, if passed, will allow General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing to be retained as Independent Non-Executive Directors of the Company until the conclusion of the next AGM in accordance with the MCCG. G) Special Business Ordinary Resolutions 16, 17 and 18 – Proposed allocation of ESOS Options to Encik Wan Zalizan bin Wan Jusoh, Mr Chia Kok Khuang and Encik Safian bin Mohd Yunus The establishment of the ESOS of up to 7.5% of the total number of issued ordinary shares in the Company (excluding treasury shares, if any) at any point in time during the duration of the ESOS for the eligible Directors and employees of the Company and its subsidiaries (excluding dormant subsidiaries) was approved by the shareholders of the Company at the Extraordinary General Meeting held on 20 February 2020. Encik Wan Zalizan bin Wan Jusoh, Mr Chia Kok Khuang and Encik Safian bin Mohd Yunus (“Interested Directors”) who were appointed to the Board of Directors on 24 February 2021, 29 March 2021 and 29 March 2021 respectively have not been allocated the ESOS Options. The Interested Directors will abstain from voting in respect of their shareholdings (if any) in the Company on the respective resolutions pertaining to the proposed allocation of ESOS Options to them at the AGM.