EXPLANATORY NOTES ON ORDINARY AND SPECIAL BUSINESSES: 1. Item 1 of the Agenda Agenda item 1 is meant for discussion only as the provisions of Section 340 of the Companies Act 2016 do not require formal approval of shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting. 2. Items 2, 3, 4 and 5 of the Agenda The Nomination and Remuneration Committee (“NRC”) have considered the performance and contribution of each of the retiring Directors and have also assessed the independence of the Independent Non-Executive Directors seeking for reelection. Based on the results of the Board Evaluation conducted for the financial period ended 31 December 2023, the performance of each of the retiring Directors was found to be satisfactory. In addition, each of the retiring Directors had provided their annual declaration/confirmation on their fitness and propriety as well as independence, where applicable. Based on the recommendation of the NRC, the Board supports the re-election of the Directors based on the following justifications: Datuk Johar bin Che Mat : Datuk Johar bin Che Mat has approximately more than 30 years of experience in the banking industry, and the Board believes his extensive experience is hugely beneficial to the Company. He remains objective and independent in expressing his views and participating in the Board’s deliberations and decision-making process. Datuk Johar bin Che Mat has exercised his due care and carried out his professional duties proficiently during his tenure as a Senior Independent Non-Executive Director of the Company. Dato’ Robert Fisher : Dato’ Robert Fisher has approximately more than 45 years of experience in the oil and gas industry and the Board believes his extensive experience is hugely beneficial to the Company. He remains objective and independent in expressing his views and participating in the Board’s deliberations and decision-making process. Dato’ Robert Fisher has exercised his due care and carried out his professional duties proficiently during his tenure as an Independent Non-Executive Director of the Company. Tan Sri Acryl Sani bin Haji Abdullah Sani : Tan Sri Acryl Sani bin Haji Abdullah Sani fulfils the requirements of independence set out in the MMLR of Bursa Securities. He remains objective and independent in expressing his views and participating in Board’s deliberations and decision-making process. Tan Sri Acryl Sani bin Haji Abdullah Sani has exercised his due care and carried out his professional duties proficiently during his tenure as an Independent NonExecutive Director and Deputy Chairman of the Company. Muhammad Saifullah bin Mohd Isa : Muhammad Saifullah bin Mohd Isa has the overall responsibility for leading the planning of the Group’s medium and long-term growth and strategy plan as well as overseeing the execution of the strategy. Muhammad Saifullah bin Mohd Isa has exercised his due care and carried out his professional duties proficiently during his tenure as an Executive Director of the Company. Integrated Report 2023 321
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