ENRA Group Berhad Annual Report 2019

170 ENRA GROUP BERHAD ∞ Annual Report 2019 page The total remuneration amounting RM500,000 proposed for the period from 20 September 2019 to the next AGM of the Company (12 months period) is computed based on the above revised remuneration policy effective 1 October 2019 for NEDs, taking into account the anticipated number of meetings and assumption that all NEDs will remain in office until the conclusion of the 28th AGM with full attendance at the relevant meetings. The proposed amount also include a contingency sum to cater for the appointment of an additional Director. The fees and meeting allowances will be paid to the NEDs upon completion of service on a quarterly basis. Any NEDs who are shareholders of the Company will abstain from voting on Ordinary Resolution No. 4 at the 27th AGM. Details of the Directors’ fees and benefits paid to the NEDs for the financial year ended 31 March 2019 are published in the Corporate Governance Report which is available on the Company’s corporate website at www.enra.my. 3. Re-appointment of Auditors The Audit and Risk Management Committee (“ARMC”) was satisfied that, based on the annual assessment conducted, Messrs BDO PLT meets the criteria as prescribed under Paragraph 15.21 of the Main Market Listing Requirements. The Board at its meeting held on 25 June 2019 agreed with the recommendation from the ARMC for shareholders’ approval to be sought at the 27th AGM on the re-appointment of Messrs BDO PLT as external auditors of the Company for the financial year ending 31 March 2020. EXPLANATORY NOTES ON SPECIAL BUSINESS: 4. Authority to allot shares The Company had, at the 26th Annual General Meeting held on 13 September 2018, obtained its shareholders’ approval for the general mandate for issuance of shares pursuant to Sections 75 and 76 of the Companies Act 2016. At the date of this notice, the Company has not issued any shares pursuant to this mandate obtained. The proposed Ordinary Resolution 6 is a renewal of the general mandate for issuance of shares by the Company under Sections 75 and 76 of the Companies Act 2016. The mandate, if passed, will empower the Directors of the Company to issue and allot shares in the Company up to an amount not exceeding in total ten per centum (10%) of the total number of issued shares of the Company for such purposes as they consider would be in the interest of the Company, including for repayment of bank borrowings, general working capital and raising funds for investments and/or acquisitions. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. The renewal of the general mandate is to provide flexibility to the Company to issue new shares without the need to convene a separate general meeting to obtain shareholders’ approval so as to avoid incurring additional cost and time. 5. Proposed Share Buy-Back Authority The proposed Ordinary Resolution 7, if passed, would empower the Directors of the Company to purchase such amount of ordinary shares in the Company from time to time on the market of Bursa Malaysia Securities Berhad upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased pursuant to this Resolution does not exceed ten percent (10%) of the total number of issued shares of the Company for the time being. This authority, unless revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, will expire at the conclusion of the 28th AGM of the Company or the expiration of the period within which the 28th AGM is required by law to be held, whichever occurs first. Further information on the Proposed Share Buy-Back Authority is set out in the Circular to Shareholders dated 31 July 2019 which is despatched together with the annual report of the Company for the financial year ended 31 March 2019. 6. Proposed Adoption of a new Constitution in place of the existing Memorandum and Articles of Association The Special Resolution, if passed, will enable the Company to adopt a new Constitution that aligns with the Companies Act 2016 which came into force on 31 January 2017 and the updated provisions of the Main Market Listing Requirements of Bursa Securities. Please refer to the Circular to Shareholders dated 31 July 2019 despatched together with the Annual Report of the Company for further information. PERSONAL DATA POLICY By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof) and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties ,liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. Notice of Annual General Meeting