ENRA Group Berhad Annual Report 2020

ENRA Group Berhad - Annual Report 2020 156 NOTICE OF ANNUAL GENERAL MEETING NOTES: PROXY: 1. The 28 th AGM will be conducted on a virtual basis through live streaming and online remote voting via Remote Participation and Voting (“RPV”) facilities provided by Boardroom Share Registrars Sdn. Bhd. at http://web.lumiagm.com . Please follow the procedures as set in the Administrative guide in order to register, participate and vote remotely via RPV facilities. 2. The venue of the 28 th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of Meeting to be present at the main venue. No shareholders/proxy(ies) from the public shall be physically present at nor admitted to the Broadcast Venue. 3. In respect of deposited securities, only members whose names appear in the Record of Depositors on 18 September 2020 (General Meeting Record of Depositors) shall be eligible to participate and vote at this 28 th AGM or appoint a proxy to participate and vote on his behalf. A proxy may but need not be a member of the Company. 4. Where a member is an authorised nominee, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said securities account. A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to participate and vote at the same meeting. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholding to be represented by each proxy. 6. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under Common Seal or under the hand of an officer or attorney duly authorised. 7. The Form of Proxy must be completed, signed and deposited with Boardroom Share Registrars Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for the meeting or adjourned meeting. Alternatively, the Form of Proxy can be deposited electronically through Boardroom Smart Investor Portal at https://www.boardroomlimited.my before the Form of Proxy lodgement cut-off time as mentioned above. EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. Audited Financial Statements Agenda item no. 1 is meant for discussion only pursuant to Section 340(1)(a) of the Companies Act, 2016 and will not be put forward for voting. 2. Non-Executive Directors’ (“NEDs”) Remuneration a. At the 27 th AGM of the Company held on 19 September 2019, the shareholders had approved the payment of Directors’ fees and benefits (meeting allowance) to the NEDs up to RM500,000 for the period from the conclusion of the 27 th AGM until the conclusion of the 28 th AGM. Total amount of the Directors’ fees and benefits (meeting allowance) utilised for the said period (12 months) based on the remuneration policy for NEDs was RM452,000, which was about 90% of the approved amount. b. Ordinary Resolution No. 4 is to seek shareholders’ approval for the Directors’ fees and benefits payable to the NEDs for the period commencing from the conclusion of this AGM until the next Annual General Meeting of the Company. The amount proposed is computed based on the approved remuneration policy for NEDs, anticipated number of meetings and assumption that all NEDs will remain in office until the 29 th AGM with full attendance at the relevant meetings. 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 28 th AGM. Details of the Directors’ fees and benefits paid to the NEDs for the financial year ended 31 March 2020 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 27 July 2020 agreed with the recommendation from the ARMC for shareholders’ approval to be sought at the 28 th AGM on the re-appointment of Messrs BDO PLT as external auditors of the Company for the financial year ending 31 March 2021.