Tropicana Corporation Berhad Annual Report 2020

Notes: 1. For the purpose of determining a member who shall be entitled to participate this 42 nd Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to issue a Record of Depositors as at 18 June 2021 in accordance with Clause 80 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991. Only a depositor whose name appears in the Record of Depositors as at 18 June 2021 shall be entitled to participate and vote at the Meeting or appoint proxy(ies) to participate and/or vote on his/her behalf. 2. A member of the Company shall be entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to participate, speak and vote in his/her stead at the 42 nd Annual General Meeting. A proxy may but need not be a member of the Company. There is no restriction as to the qualification of proxy. As guided by the Securities Commission Malaysia’s Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers that was first issued on 18 April 2020 and its subsequent amendments, the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all shareholders and proxies shall communicate with the main venue of the Meeting via real time submission of typed texts through a text box within Securities Services e-Portal’s platform during the live streaming of the Meeting as the primary mode of communication. In the event of any technical glitch in this primary mode of communication, shareholders and proxies may email their questions to eservices@sshsb.com.my during the Meeting. The questions and/or remarks submitted by the shareholders and/or proxies will be broadcasted and responded by the Chairman/Directors/relevant advisers during the Meeting. 3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 4. Where a member of the Company is an exempt authorised nominee (as defined under the Securities Industry (Central Depositories) Act 1991) which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“ Omnibus Account ”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. 5. Where more than one (1) proxy is appointed to participate and vote at the Meeting, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies, failing which, the appointment shall be invalid. 6. Appointment of proxy and registration for remote participation and voting The instrument appointing a proxy must be in writing under the hands of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation either under its common seal or under the hand of its officer or its duly authorised attorney. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be completed and deposited at the office of the Share Registrar of the Company, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time set for holding the Meeting or at any adjournment thereof. The proxy appointment may also be lodged electronically via Securities Services e-Portal at www.sshsb.net.my/. All resolutions set out in this notice of meeting are to be voted by poll. Should you wish to personally participate at the Meeting remotely, please register electronically via Securities Services e-Portal at www.sshsb.net.my/ by the registration cut-off date and time. Please refer to the Administrative Guide on the Conduct of a Fully Virtual General Meeting for further details. The Administrative Guide on the Conduct of a Fully Virtual General Meeting is available for download at www.tropicanacorp.com.my/reports-and-presentations NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY NOTES TO ORDINARY BUSINESSES 1. Laying of Audited Financial Statements and Reports of the Directors and the Auditors thereon In accordance with Section 340(1)(a) of the Companies Act 2016 (“ the Act ”), the Company is required to lay the Audited Financial Statements and the Reports of the Directors and the Auditors thereon at its Annual General Meeting. Hence, the Agenda item no. 1 above is not a business which requires a resolution to be put to vote by the shareholders. This Agenda item is for discussion only. 2. Ordinary Resolution 10 – Approval for Directors’ fees from 1 January 2021 until the conclusion of the next Annual General Meeting of the Company to be held in year 2022. Section 230(1) of the Act requires the fees of the directors and any benefits payable to the directors of a public company shall be approved at a general meeting. Pursuant thereto, the Company is seeking the shareholders’ approval for the payment of revised Directors’ fees to the Non-Executive Directors retrospectively from 1 January 2021 until the conclusion of the next Annual General Meeting of the Company to be held in year 2022 in accordance with the Directors’ fees structure as set out below: Fees (RM/year) Board/Board Committees Chairman Deputy Chairman Senior Independent Director Members Board 240,000 180,000 165,000 150,000 Audit Committee 28,000 – – 20,000 Risk Management Committee 19,000 – – 13,000 Other Committees 10,000 – – 6,000 The proposed Ordinary Resolution 10, if passed, will give approval to the Company to pay the Directors’ fees to the Non-Executive Directors on the basis as determined by the Board for their services as members of the Board and Board Committees. EXPLANATORY NOTES TO SPECIAL BUSINESSES 1. Ordinary Resolution 13 - Continuation in office of Datuk Michael Tang Vee Mun as Senior Independent Non-Executive Director Datuk Michael Tang Vee Mun was appointed as an Independent Non-Executive Director of the Company since 13 November 2019 and was re-designated as Senior Independent Non-Executive Director on 7 December 2020. The Board had via the Nomination Committee conducted an assessment on the contribution of Datuk Michael Tang Vee Mun, whose tenure will reach a cumulative term of twelve (12) years on 13 November 2021 and recommended him to continue to act as Senior Independent Non-Executive Director of the Company based on the following justifications: (i) He has met the independence criteria adopted by the Company and fulfilled the independence as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and therefore, he would be able to provide check and balance and bring independent and objective judgement to the Board. (ii) He has shown high commitment and devoted sufficient time and efforts and attended all the Board and Board Committees Meetings for informed and balanced decision making. (iii) He always demonstrates the values and principles associated with independence when deliberating on matters, promotes good corporate governance practices and facilitates the Board and Board Committees to perform their responsibilities effectively through his independent and objective directorship. (iv) He discharges his duties and role as an Independent Non-Executive Director effectively due to his insight and good understanding of the industry and the Group’s various core business operations enable him to participate actively and contribute effectively during deliberations in robust discussion without compromising his independence and objective judgement. (v) He fulfilled his role with due care and diligence and has carried out his professional duties as Senior Independent Non-Executive Director of the Company in the interest of the Company and shareholders. Pursuant to the Malaysian Code on Corporate Governance, the Company would apply the two-tier voting process in seeking shareholders’ approval to retain Independent Director beyond twelve (12) years of tenure at the subsequent Annual General Meeting to be held in year 2022. The Proposed Ordinary Resolution 13 in Agenda 7, if passed, will allow Datuk Michael Tang Vee Mun to continue acting as Senior Independent Non-Executive Director to fulfill the requirements of Paragraph 3.04 of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements and to be in line with the Practice No. 4.2 of the Malaysian Code of Corporate Governance. ANNUAL REPORT 2020 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 318 319