EXPLANATORY NOTES: 1. AUDITED FINANCIAL STATEMENTS The Audited Financial Statements laid at this meeting pursuant to Section 340(1)(a) of the Companies Act 2016 are meant for the shareholders’ information and discussion only. It does not require the shareholders’ approval, and therefore the Audited Financial Statements are not put forward for voting. 2. RE-ELECTION OF DIRECTORS Ordinary Resolutions 1, 2, 3, 4, 5 and 6 Clause 133 of the Company’s Constitution provides that one-third (1/3) of the Directors of the Company for the time being, or, if their number is not three (3) or a multiple of three (3), then the nearest one-third (1/3) shall retire from office, provided that all Directors shall retire from office at least once in three (3) years, but shall be eligible for reelection. Clause 142 of the Company’s Constitution provides that the Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. Based on the number of Directors who are subject to retirement by rotation under Clause 133 of the Company’s Constitution, two (2) out of seven (7) Directors shall retire at this 39th AGM. Datuk Nik Mohd Hasyudeen Yusoff and Encik Mohd Yuzaidi Mohd Yusoff will retire by rotation at this 39th AGM and being eligible, have offered themselves for re-election as Directors of the Company. During the year under review, there are four (4) new Directors being appointed to the Company. According to Clause 142 of the Company’s Constitution, all four (4) Directors, namely, Dato’ Sri Amrin Awaluddin (appointed on 10 September 2021), Encik Mohd Asri Awang (appointed on 1 October 2021), Datuk Bazlan Osman and Puan Nuraini Ismail (both appointed on 7 January 2022) will retire at this 39th AGM and being eligible, have offered themselves for re-election as Directors of the Company. The Board Nomination and Remuneration Committee (“BNRC”) of the Company has considered the performance and contribution of each retiring Director and has also assessed the independence of the Independent Non-Executive Directors seeking re-election. Based on the results of the annual Board Effectiveness Evaluation conducted for the financial year ended 31 December 2021, the performance for each of the retiring Director was found to be satisfactory (rated between 4.1 to 4.3) with the exception of Datuk Bazlan Osman and Puan Nuraini Ismail who were evaluated separately as they were appointed on 7 January 2022. In addition, all retiring Directors met with all the requirements of fit and proper criteria issued by Bank Negara Malaysia. The retiring Independent Non-Executive Directors have also fulfilled the independence criteria as set out in the BNM CG Policy, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as well as the Company’s Board Charter. All the retiring Directors have no record of adverse finding under MACC Act 2009, LEXIS NEXIS, Insolvency Act or for any mismanagement that could adversely affect the Company. The Board had endorsed the BNRC’s recommendation on the re-election of the retiring Directors. The retiring Directors had abstained from deliberation and decisions on their re-election at the BNRC and Board meetings. The Board is of the collective view that all of the said Directors who are retiring at this 39th AGM have satisfactorily discharged their roles and responsibilities to act in the best interest of the Company. The Board is satisfied that, considering their wealth of expertise and experience that the retiring Directors possess and brings to the Board, shall further strengthen the Board composition and dynamic. The profiles of the Directors seeking for re-election are set out on pages 137 to 142 under Profile of Directors’ section of the Company’s Integrated Annual Report 2021. INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 453
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