Tropicana Corporation Berhad Annual Report 2020

NOTICE IS HEREBY GIVEN THAT the Forty-Second Annual General Meeting (“ 42 nd Annual General Meeting ” or “ Meeting ”) of Tropicana Corporation Berhad (“ Tropicana ” or “ the Company ”) will be held on a fully virtual and live-streamed from the broadcast venue at the Greens III, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Friday, 25 June 2021 at 11.00 a.m. for the following businesses: AS ORDINARY BUSINESSES 1. To receive the Audited Financial Statements for the financial year ended 31 December 2020 together with the Reports of the Directors and the Auditors thereon. 2. To re-elect the following Directors who retire in accordance with Clause 112 of the Company’s Constitution and, being eligible, have offered themselves for re-election: 2.1 Jared Ang Tzer Shen 2.2 Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun 2.3 Vivienne Cheng Chi Fan 2.4 Datuk Siw Chun A/P Eam 2.5 Lee Han Ming 2.6 Dato’ Dr Teo Tong Kooi 2.7 Dato’ Sri Badrul Hisham Bin Abdul Aziz 3. To re-elect the following Directors who retire by rotation in accordance with Clause 113 of the Company’s Constitution and, being eligible, have offered themselves for re-election: 3.1 Dion Tan Yong Chien 3.2 Mohd Najib Bin Abdul Aziz 4. To approve the payment of Directors’ fees to the Non-Executive Directors based on the fees structure as disclosed in item 2 of the Explanatory Notes to Ordinary Businesses retrospectively from 1 January 2021 until the conclusion of the next Annual General Meeting of the Company to be held in year 2022. 5. To approve the payment of meeting attendance allowance of RM1,000.00 per meeting day to each Non-Executive Director from 1 January 2021 until the conclusion of the next Annual General Meeting of the Company to be held in year 2022. 6. To re-appoint Messrs Ernst & Young PLT as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration. AS SPECIAL BUSINESSES To consider and if thought fit, to pass the following resolutions, with or without any modifications: 7. PROPOSED CONTINUATION OF DATUK MICHAEL TANG VEE MUN AS SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR “ THAT approval be and is hereby given to Datuk Michael Tang Vee Mun who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as Senior Independent Non-Executive Director of the Company; AND THAT approval be further given to Datuk Michael Tang Vee Mun, whose tenure will reach a cumulative term of twelve (12) years on 13 November 2021, to continue in office as Senior Independent Non-Executive Director of the Company in accordance with the Malaysian Code on Corporate Governance until the conclusion of the next Annual General Meeting.” Please refer to item 1 of Explanatory Notes to Ordinary Businesses Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Ordinary Resolution 9 Ordinary Resolution 10 Ordinary Resolution 11 Ordinary Resolution 12 Ordinary Resolution 13 NOTICE OF ANNUAL GENERAL MEETING 8. PROPOSED AUTHORITY FOR DIRECTORS TO ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 “ THAT subject to the Companies Act 2016, the Company’s Constitution and the approvals from Bursa Malaysia Securities Berhad (“ Bursa Securities ”), Securities Commission Malaysia and any other relevant governmental and/or regulatory authorities, the Directors of the Company be and are hereby empowered pursuant to Sections 75 and 76 of the Companies Act 2016, to allot and issue shares in the Company from time to time upon such terms and conditions, for such purposes and to such person or persons whomsoever as the Directors may in their absolute discretion deem fit provided always that the aggregate number of shares to be issued pursuant to this resolution does not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) of the Company for the time being to be utilised until 31 December 2021 as empowered by Bursa Securities pursuant to Bursa Malaysia Berhad’s letter dated 16 April 2020 to grant additional temporary relief measures to the listed issuers and thereafter, ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being as stipulated under Paragraph 6.03(1) of Bursa Securities Main Market Listing Requirements to be utilised before the conclusion of the next Annual General Meeting of the Company after the approval was given or at the expiry of the period within which the next Annual General Meeting is required to be held after the approval was given, whichever is the earlier; AND THAT the Directors of the Company be and are hereby empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities.” 9. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES “ THAT subject to Section 127 of the Companies Act 2016 (“ the Act ”), the Company’s Constitution, the Listing Requirements of Bursa Malaysia Securities Berhad and any other relevant authorities, the Directors of the Company be and are hereby authorised to purchase its own shares through Bursa Malaysia Securities Berhad as may be determined by the Directors from time to time and upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company PROVIDED THAT :- (a) the aggregate number of shares, which may be purchased pursuant to this resolution, does not exceed ten per centum (10%) of the total number of issued shares of the Company at the time of purchase and FURTHER PROVIDED THAT the Company continues to maintain a public shareholding spread that is in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad after the shares are purchased; (b) the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the total retained profits of the Company at the time of purchase; (c) upon the completion of the purchase of the shares of the Company, the Directors of the Company be authorised to deal with those shares in the following manners: (i) cancel the shares so purchased; or (ii) retain the shares so purchased as treasury shares; or (iii) retain part of the shares so purchased as treasury shares and cancel the remainder; or (iv) distribute the treasury shares as dividends to the shareholders and/or resell on Bursa Malaysia Securities Berhad and/or transfer the shares or any of the shares as purchase consideration and/ or cancel all or part of them; or (v) in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the Listing Requirements of Bursa Malaysia Securities Berhad and any other relevant authority for the time being in force; Ordinary Resolution 14 Ordinary Resolution 15 ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 314 315