Wah Seong Corporation Berhad Annual Report 2020

205 ANNUAL REPORT 2020 3. Payment of Directors’ Fees and Directors’ Meeting Allowances for the financial year ended 31 December 2020 The proposed Ordinary Resolution 2 is to obtain shareholders’ approval for the payment of Directors’ Fees and Directors’ Meeting Allowances in respect of the financial year ended 31 December 2020. 4. Re-election of Chan Cheu Leong, Tan Sri Saw Choo Boon and Tan Jian Hong, Aaron who retire pursuant to Clause 116 of the Company’s Constitution Pursuant to Clause 116 of the Company’s Constitution, one-third of the Directors for the time being or the number nearest to one-third, shall retire from office at the Annual General Meeting. PROVIDED ALWAYS that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election. Hence, Mr Chan Cheu Leong, Tan Sri Saw Choo Boon and Mr Tan Jian Hong, Aaron are due to retire at the 21 st AGM and being eligible, have offered themselves for re-election. Explanatory Notes on Special Business 1. Authority to Issue Shares by the Directors of the Company The Ordinary Resolution 7, if passed, will give authority to the Directors of the Company to issue and allot shares from the unissued share capital of the Company for such purposes as the Directors of the Company in their absolute discretion consider to be in the interest of the Company without having to convene a general meeting. The 20% general mandate shall continue to be in force until 31 December 2021 and shall be reinstated to 10% general mandate from 1 January 2022 until the conclusion of the next Annual General Meeting (“AGM”) or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier; but any approval may be revoked or varied by a resolution of the Company in general meeting. The Company has not issued any new shares pursuant to Sections 75 and 76 of the Companies Act, 2016 under the general mandate which was approved at the Twentieth AGM of the Company held on 23 June 2020 and which will lapse at the conclusion of the Twenty-First AGM. Hence, a renewal of this authority is being sought at the Twenty- First AGM. The authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 and the Additional Temporary Relief Measures to Listed Issuers – Increased General Mandate Limit for New Issue of Securities issued by Bursa Malaysia Securities Berhad on 16 April 2020, will provide flexibility and expediency to the Company for any possible fund raising involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund future investment project(s) or for working capital and operational requirements, which the Directors of the Company consider to be in the best interest of the Company. As such, any additional cost to be incurred or delay arising from the need to convene a general meeting to approve such issuance of shares could be eliminated. 2. Proposed Renewal of Authority to Buy-Back its Own Shares by the Company The Ordinary Resolution 8, if passed, will allow the Directors of the Company to exercise the power of the Company to purchase and/or hold not more than ten per centum (10%) of the total number of issued shares of the Company for the time being. This authority will expire at the conclusion of the next Annual General Meeting unless earlier revoked or varied by ordinary resolution passed by shareholders at a general meeting. Please refer to Part A of the Share Buy-Back Statement dated 22 April 2021, which is accessible online on the Company’s website at www.wahseong.com , for information pertaining to Ordinary Resolution 8. 3. Proposed Renewal of Shareholders’ Mandate for the Existing Recurrent Related Party Transactions and Provision of Financial Assistance Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions The Ordinary Resolutions 9 and 10, if passed, will allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties and the provision of financial assistance in the ordinary course of business which are necessary for the day-to-day operations based on terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. Please refer to Part B of the Circular to Shareholders dated 22 April 2021, which is accessible online on the Company’s website at www.wahseong.com, for information pertaining to Ordinary Resolutions 9 and 10. NOTICE OF TWENTY-FIRST ANNUAL GENERAL MEETING