KUB Malaysia Berhad Annual Report 2021

3. Re-election of Directors who retire in accordance with Clause 100 of the Constitution of the Company Clause 100 of the Company’s Constitution states that any Director so appointed shall hold office only until the next following annual general meeting when he shall retire but shall then be eligible for re-election. The said Director shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. The following Directors who have been appointed on 1 October 2020 being eligible, have offered themselves for re-election at the 56 th AGM: (i) Kasinathan a/l Tulasi, Independent Non-Executive Director; (ii) Tee Beng Thong, Independent Non-Executive Director; and (iii) Ahmed Fairuz bin Abdul Aziz, Group Managing Director. 4. Re-election of Directors who retire in accordance with Clause 94 of the Constitution of the Company Clause 94 of the Constitution of the Company provides that at the AGM, one-third (1/3) of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office. All Directors shall retire from office once at least in each three (3) years. A retiring Director shall be eligible for re-election and shall retain office until the conclusion of the AGM at which he retires. Out of the Board size of nine (9) (to exclude three (3) Directors who are subject to Clause 100 of the Company’s Constitution), two (2) Directors are to retire in accordance with Clause 94 of the Company’s Constitution. The Board Nomination and Remuneration Committee (‘BNRC’) has assessed each of the retiring Directors’ performance and, contributions based on the Board Effectiveness Assessment for 2020/2021 and the ability to act in the best interest of the Company. Being satisfied with the assessment results, the Board approved the BNRC’s recommendation that the Directors who retire are eligible to stand for re-election. The retiring Directors had abstained from deliberations and decisions on their eligibility to stand for re-election at the relevant Board and Committee meetings. 5. Declaration of a First and Final Single-Tier Dividend In accordance with Article 146 of the Company’s Constitution, the Board is recommending that the shareholders approve the payment of a first and final single-tier dividend. Pursuant to Paragraph 8.26 of the Main Market Listing Requirements of Bursa Malaysia, the first and final single-tier dividend, if approved, will be paid not later than three (3) months from the date of the shareholders’ approval. In accordance with Section 131 of the CA 2016, a company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. On 25 August 2021, the Board has considered the amount of dividend and decided to recommend the same for the shareholders’ approval. The Directors of the Company are satisfied that the Company will be solvent as it will be able to pay its debt as and when the debts become due within twelve (12) months immediately after the distribution is made in accordance with the requirements under Sections 132(2) and (3) of the CA 2016. 6. Directors’ Remuneration Pursuant to Section 230(1) of the CA 2016, the fees of the Directors and any benefits payable to the Directors of a public listed company and its subsidiaries shall be approved at a general meeting. Therefore, the Board agreed that the shareholders’ approval shall be sought at the 56 th AGM on the Directors’ Remuneration in two (2) separate resolutions as follows: (i) Resolution 7 - Payment of Directors’ Fees for the period from 28 October 2021 until the conclusion of the 57 th AGM; and On 23 September 2021, the Board agreed to seek the shareholders’ approval for the Company to pay the Directors’ Fees of up to RM600,000 for the period from 28 October 2021 until the conclusion of the 57 th AGM. In the event of a new appointment or resignation of the Directors, the Directors’ Fees will be pro-rated accordingly. Resolution 7, if passed, will authorise the payment of the Directors’ Fees to the Directors on a quarterly basis effective 28 October 2021. 153 ANNUAL REPORT 2021 OTHER CORPORATE INFORMATION