In determining the estimated total amount of Directors’ fees and benefits for the Directors, the Board has considered various factors including the number of scheduled and special meetings for the Board, Board Committees and Boards of the Company’s subsidiaries and the number of Non-Executive Directors involved in these meetings based on the current number of Directors as well as inclusion of provisional sum as a contingency for future appointment of Directors on the Boards of the Company’s subsidiaries and increase in the number of Board and Board Committees meetings. The Board is of the view that it is just and equitable for the Directors to be paid the Directors’ fees and benefits on a monthly basis and/or as and when they are incurred, particularly after the Directors have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout their tenure as Directors. 4. Item 8 of the Agenda The Ordinary Resolution 8 proposed under item 8 of the Agenda is to seek the shareholders’ approval of a new general mandate for the issuance of shares by the Company under Sections 75 and 76 of the Companies Act 2016. The mandate, if passed, will provide flexibility for the Company and empower the Directors to allot and issue new shares speedily in the Company up to an amount not exceeding in total ten per centum (10%) of the issued share capital of the Company for purpose of funding the working capital or strategic development of the Group. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting of the Company. The waiver of pre-emptive rights pursuant to Section 85 of the Companies Act 2016 will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer new shares to all the existing shareholders of the Company prior to issuance of new shares in the Company under the general mandate. 5. Item 9 of the Agenda The ESOS was implemented on 6 April 2021 following the shareholders’ approval obtained at the Extraordinary General Meeting of the Company held on 1 April 2021. The proposed Ordinary Resolutions 9 and 10 if passed, will provide flexibility to the Directors to grant ESOS Options to the following Directors to subscribe for new Company’s Shares, subject to the By-Laws of the ESOS: (a) Tan Sri Acryl Sani bin Haji Abdullah Sani, the Independent Non-Executive Director and Deputy Chairman of the Company; and (b) Mohd Isa bin Ismail, the Non-Independent Non-Executive Director of the Company. NOTES: 1. The 53rd AGM of the Company will be conducted virtually from the broadcast venue at the Multipurpose Hall, Level 3A, Dagang Net Tower, Block 10 (A&B) Corporate Park, Star Central, Lingkaran Cyberpoint Timur, Cyber 12, 63000 Cyberjaya, Selangor, Malaysia. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely through the remote participation and electronic voting facilities. 2. The Broadcast Venue mentioned above is strictly for the purpose of complying with Section 327 of the Companies Act 2016. Shareholders and/or proxies are not allowed to be physically present at the Broadcast Venue as the venue is only meant to facilitate the conduct of the 53rd AGM. Shareholders or proxies who turn up at the Broadcast Venue would be requested to leave the venue politely. 3. A member entitled to attend and vote at the meeting is entitled to appoint proxy/proxies to attend, participate, speak and vote in his/her stead. A proxy may but need not be a member of the Company. 4. In the case of a corporate member, the instrument appointing a proxy (“Form of Proxy”) shall be either (a) under its Common Seal or (b) under the hand of a duly authorised officer or attorney and in the case of (b), be supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney. Integrated Report 2023 323
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