Annual Report 2023 221 ix) Datin Normaliza binti Kairon who retired in accordance with Clause 156 Datin Normaliza was appointed as Independent Non-Executive Director of the Company on 12 October 2022. Datin Normaliza has the appropriate mix of skills, knowledge and experience in finance/taxation and accounting/auditing. She has demonstrated her objectivity through proactive engagement during the Board’s and Board Committee’s meetings. x) Dato’ Roseleen binti Buyong who retired in accordance with Clause 156 Dato’ Roseleen was appointed as Non-Independent Non-Executive Director of the Company on 14 September 2022. Dato’ Roseleen has the appropriate mix of skills, knowledge and experience in project development, corporate management/business and human capital. She has contributed effectively to the Board’s and Board Committee’s deliberations. The Board (save for the retiring Directors who had abstained from deliberation and decision on their own eligibility to stand for re-election) approved the recommendation of NRC that the Directors who are retiring in accordance with Clauses 156 and 165 of the Constitution of the Company are eligible to stand for re-election. The profile of the Directors standing for re-election are set out in the Directors’ profile section of the 2023 Annual Report. D) Ordinary Resolution 13 – Re-appointment of Messrs. Crowe Malaysia PLT as Auditors of the Company The Audit Committee (“AC”) has assessed and evaluated the performance, suitability and competencies of Messrs. Crowe Malaysia PLT based on the guidelines and criterion as disclosed in the AC Report of the 2023 Annual Report. The Board was satisfied with the effective assessment procedures performed and reported by the AC. Accordingly, the Board approved the AC’s recommendation to re-appoint Messrs. Crowe Malaysia PLT as Auditors of the Company until the conclusion of the next AGM of the Company. Messrs. Crowe Malaysia PLT have indicated their willingness to be re-appointed as Auditors of the Company. E) Special Business Ordinary Resolution 14 – Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016 Ordinary Resolution 14, if passed, will empower the Directors of the Company to issue and allot shares in the Company up to an aggregate amount not exceeding ten per centum (10%) of the issued shares of the Company for the time being for such purposes as they consider would be in the interest of the Company. This authority unless revoked or varied at a general meeting will expire at the next AGM. This renewed mandate will provide flexibility to the Company for the allotment of shares for the purpose of funding working capital, future expansion, investment and/or acquisition(s) as deemed necessary. As at the date of this notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the Fourteenth AGM held on 14 September 2022 which will lapse at the conclusion of the Fifteenth AGM. F) Special Business Ordinary Resolution 15 – Proposed Renewal of Share Buy-Back Authority Ordinary Resolution 15, if passed, will empower the Company to purchase up to 10% of the total number of issued shares of the Company. The details on the Proposed Renewal of Share Buy-Back Authority are set out in the Statement to Shareholders dated 3 July 2023. NOTICE OF FIFTEENTH ANNUAL GENERAL MEETING
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