ANNUAL REPORT 2024 217 ANNUAL GENERAL MEETING NOTICE OF SIXTEENTH (9) Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements Bursa Malaysia Securities Berhad, voting at the AGM will be conducted by poll. Poll administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll respectively. EXPLANATORY NOTES: A) To receive the Audited Financial Statements This Agenda is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting. B) Ordinary Resolutions 1 and 2 – Directors’ Fees and Benefits Payable to Non-Executive Directors Section 230(1) of the Companies Act 2016, provides amongst others, that the fees of the Directors and any benefits payable to the Directors of the Company shall be approved at a general meeting. In May 2024, the Nomination and Remuneration Committee (“NRC”) conducted an annual review on the Directors’ fees and benefits payable to the Non-Executive Directors (“NED”) and recommended it to remain unchanged. The Board of Directors (“the Board”) approved the NRC recommendation and recommended the same to be tabled to shareholders of the Company for approval at the Sixteenth AGM. The proposed Ordinary Resolutions 1 and 2, if passed, will allow payment of Directors’ fees and benefits to NED of the Company on a monthly basis and/or as and when incurred within the stipulated period. The estimated amount of Directors’ benefits payable is based on the size of the Board and Board Committees and the number of scheduled Board and Board Committees meetings for the period from the Sixteenth AGM until the next AGM of the Company. C) Ordinary Resolutions 3 to 7 – Re-election of Directors who retire in accordance with Clauses 156 and 165 of the Constitution of the Company Clause 156 of the Constitution of the Company provides that the Board of the Company can appoint a person as an additional Director or as a replacement for another Director and the Director appointed shall hold office until the next following AGM after the appointment unless elected or re-elected in the AGM. Clause 165 of the Constitution of the Company provides that one-third (1/3) of the Directors of the Company at the date of the notice convening the AGM or if the total number of the Directors is not three (3) or a multiple of it, the number nearest to one-third (1/3) shall retire by rotation at the AGM and be eligible for re-election. The proposed Ordinary Resolutions 3 and 4 under Agenda 4 and Ordinary Resolutions 5 to 7 under Agenda 5 as set out in the Notice of Sixteenth AGM are to seek the shareholders’ approval on the re-election of Directors who are standing for re-election in accordance with Clauses 165 and 156 of the Constitution of the Company and being eligible, have offered themselves for re-election. The NRC had assessed the performance, contributions, independence, fitness and proprietary of each Director who is standing for re-election at the Sixteenth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment conducted for the financial year 2024; time commitment in discharging their roles and responsibilities including attendance at Board or Board Committees meetings, briefings and site visitations; participation in continuing training programmes; and contribution to the Board’s deliberation through their skills, knowledge, expertise and experience. The NRC also carried out fit and proper assessment based on the fit and proper declaration submitted by each of the retiring Director. Based on the outcome of the self-independent assessment, the NRC was satisfied that the Independent Directors, namely, Encik Ahmad Ridwan bin Abdullah and Ms Michelle Yong Voon Sze have complied with the independence criteria as set out in the Main Market Listing Requirements of Bursa Malaysia and continue to bring independent and objective judgement to the Board deliberations.
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