Kimlun Corporation Berhad Annual Report 2018

Annual Report 2018 130 5. Resolution 5 – Directors’ Fees and Benefits The Directors’ fees and benefits proposed for the period from this 10 th AGM until the date of next AGM are calculated based on the expected Board size and number of scheduled Board and Committee Meetings for 2019 up to the next AGM. This resolution is to allow the Company to make payment of Directors’ fees and benefits up till the next AGM of the Company. In the event the proposed amount is insufficient (e.g. due to more meetings or enlarged Board size), approval will be sought at the next AGM for the shortfall. 6. Resolution 6 – Re-appointment of Auditors The Board had on 1 April 2019, through the Audit Committee, assessed the suitability and independence of the External Auditors, Messrs Ernst & Young and considered the re-appointment of Messrs Ernst & Young as Auditors of the Company. The Board and the Audit Committee collectively agreed and satisfied that Messrs Ernst & Young has the relevant criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 7. Explanatory Notes on Special Business (i) Resolutions 7, 8 and 9 – Continuing in Office as Independent Non-Executive Directors The Board had through the Nomination Committee conducted an annual performance evaluation and assessment of Chua Kee Yat @ Koo Kee Yat, Dato’ Paduka (Dr.) Ir. Hj. Keizrul Bin Abdullah @ Lim Teik Keat and Kek Chin Wu who will have served as Independent Non-Executive Directors (“INED”) of the Company for a cumulative term of ten years respectively on 23 October 2019 and recommended for them to continue to act as an INEDs based on the following justifications:- a. Each of them has fulfilled the criteria under the definition of Independent as set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; b. Each of them has during their present tenure as Independent Non-Executive Director developed valuable insight of the Group and its business. Their experience enables them to discharge their duties and responsibilities independently, objectively and effectively in the decision making processes of the Board; c. Each of them has vast experience, knowledge and skills in a diverse range of business and therefore provide constructive opinion, counsel, oversight and guidance as directors; and d. Each of them has devoted sufficient time and attention to his professional obligations to the Company for informed and balanced decision making. (ii) Resolution 10 – Authority to Allot Shares The resolution is proposed for the purpose of granting a renewed general mandate (“General Mandate”) and empowering the Directors to allot shares in the Company up to an amount not exceeding in total ten per cent (10%) of the total number of issued shares of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM. The renewed General Mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time. The purpose of this renewed General Mandate is for possible fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investments projects, working capital, repayment of bank borrowings and acquisition. As at the date of this notice, the Company did not issue any shares pursuant to the mandate granted to the Directors at the Ninth AGM because there were no investment(s), acquisition(s) or working capital that require fund raising activity. (iii) Resolution 11 – RRPT Mandate This resolution, if passed, will authorise the Company and each of its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature in the ordinary course of business. For further information on the recurrent related party transactions, please refer to the Circular to Shareholders dated 29 April 2019 enclosed together with the Company’s Annual Report 2018. NOTICE OF TENTH (10 TH ) ANNUAL GENERAL MEETING (cont’d)