EXCEL FORCE MSC BERHAD Annual Report 2018

4 EXCEL FORCE MSC BERHAD (570777-X) ANNUAL REPORT 2018 Notes: 1. The Audited Financial Statements laid at this meeting pursuant to Section 340(1)(a) of the Companies Act, 2016 are meant for discussion only. It does not require shareholders’ approval, and therefore, it shall not be put forward for voting. 2. Mr Ng Kim Huat did not seek re-election, after served on the Board of the Company for almost 15 years. Therefore, he will retain office until the close of the 17th AGM and retires in accordance with Article 103 of the Company’s Article. 3. A member entitled to attend and vote at this meeting is entitled to appoint a proxy/proxies to attend and vote instead of him. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting. 4. Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy. 5. The Form of Proxy, in the case of an individual, shall be signed by the appointer or his attorney, and in the case of a corporation, shall be executed under its Common Seal or under the hand of its attorney of the corporation duly authorised. 6. For the purpose of determining a member who shall be entitled to attend the 17th AGM, the Company shall request Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 21 May 2019. Only a depositor whose name appears on the Record of the Depositor as at 21 May 2019 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf. 7. To be valid, the proxy form duly completed and signed must be deposited at the Share Registrar’s Office, at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. Explanatory Notes to Special Business: 1. The proposed Ordinary Resolution 5 is the renewal of the mandate obtained from the members at the last Annual General Meeting held on 30 May 2018 (“the previous mandate”). The previous mandate was not utilised and accordingly no proceeds were raised. The proposed resolution, if passed, will provide flexibility to the Directors to undertake fund raising activities, including but not limited to placement of shares for the funding of the Company’s future investments projects, working capital and/or acquisitions, by the issuance of shares in the Company to such persons at any time, as the Directors may deem fit, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at the conclusion of next Annual General Meeting of the Company. 2. The proposed Ordinary Resolution 6 if passed, will provide a mandate for the Company to purchase its own shares up to ten percent (10%) of the total number of issued shares of the Company and shall lapse at the conclusion of the next AGM unless authority for the renewal is obtained from the shareholders of the Company at a general meeting. Please refer to the Share Buy-Back Statement which is dispatched together with the Company’s Annual Report 2018. 3. The proposed Ordinary Resolution 7, in observing the recommendation in relation to the tenure of an Independent director as prescribed by MCCG, the Board of Directors of the Company (“the Board”), after having assessed the independence of Mr Aaron Sim Kwee Lein, considers him to be independent and recommends that he be retained as Independent Non-Executive Director of the Company. The details of the Board assessment and justifications are contained in the Corporate Governance Overview Statement of the Company’s Annual Report 2018. 4. The proposed Special Resolution 1, if passed, will ensure the Company’s Constitution be consistent with the new Companies Act, 2016. The proposed new Constitution is set out in the Circular to Shareholders dated 30 April 2019. Notice Of Annual General Meeting (cont’d)