EXPLANATORY NOTES Resolution 1 – Payment of Directors’ Fees and benefits There is no increase in the Directors’ Fees and benefits for the financial year ending 31 August 2025. Resolutions 2 and 3 – Re-election of Directors The profiles of Mr Tang Yuen Kin and Datuk Dr Amin Bin Senin who are standing for re-election are set out under the profile of directors in the Annual Report 2024 (collectively the “Retiring Directors”). For the purpose of determining the eligibility of the Directors to stand for re-election at this 12th AGM and in line with Practice 5.1 of the Malaysian Code on Corporate Governance, the Nomination Committee (“NC”) has reviewed and assessed the Retiring Directors, through the annual assessment and evaluation of the Board. The NC had recommended the re-election of Retiring Directors based on the following considerations and the Board of Directors endorsed the recommendation of the NC:- (i) satisfactory performance and have met Board’s expectation in discharging their duties and responsibilities; (ii) met the fit and proper criteria under the Company’s Fit & Proper Policy in discharging their roles as directors of the Company; (iii) their ability to act in the best interest of the Company in decision-making; and (v) level of independence demonstrated by the independent directors. Dato’ Noor Rezan Binti Bapoo Hashim who is due to retire by rotation pursuant to Clause 115 of the Company’s Constitution has given notice of her intention not to seek re-election and will retire at the conclusion of the AGM. Resolution 5 The proposed Resolution 5, if passed, will renew the authority given to the Directors of the Company to allot and issue new shares in the Company pursuant to Sections 75 and 76 of the Act (“General Mandate”), provided that the number of shares issued pursuant to this General Mandate, when aggregated with the number of shares issued during the preceding twelve (12) months, does not exceed 10% of the total number of issued shares of the Company at the time of issue. The renewed General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. With the renewed General Mandate, the Company will be able to raise funds expeditiously for the purpose of funding future investment project(s), working capital, repayment of borrowings and/or acquisition(s) without having to convene a general meeting to seek shareholders’ approval when such opportunities or needs arise. The Company did not issue any new shares pursuant to mandate obtained at the Eleventh AGM of the Company held on 30 January 2024. Resolution 6 The proposed Resolution 6, if passed, will renew the authority given to the Directors to purchase issued ordinary shares in the Company of not exceeding 10% of the total number of issued shares of the Company through Bursa Securities in accordance with the Act, the provisions of the Constitution of the Company and the requirements of Bursa Securities. This authority unless revoked or varied by the Company at a general meeting, will expire at the next AGM of the Company. Details on the proposal contained under Resolution 7 above are set out in the Statement to Shareholders dated 30 December 2024. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING No individual is standing for election as Director at the forthcoming Twelfth Annual General Meeting of the Company. ANNUAL REPORT 2024 HOLDINGS BERHAD Notice of Twelfth Annual General Meeting (continued) 152
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