EXPLANATORY NOTES Resolution 1 There is no increase in the Directors’ Fees for the financial year ending 31 August 2023. Resolutions 2 and 3 The profiles of Mr Lee Swee Hang and Ms Law Yi Chian who are standing for re-election are set out under the profile of directors in the Annual Report 2022. Based on the recommendation of the Nomination Committee, the Board is satisfied with both of their performance and contributions and supports their re-election. Resolutions 5 and 6 The proposed Resolutions 5 and 6 are to seek shareholders’ approval to retain Dato’ Salleh Bin Mohd Husein and Dato’ Noor Rezan Binti Bapoo Hashim, who have served the Board of Directors of the Company for a cumulative term of more than 9 years, as Independent Non-Executive Directors of the Company. The Board recommended that Dato’ Salleh Bin Mohd Husein and Dato’ Noor Rezan Binti Bapoo Hashim be retained as Independent Non-Executive Directors based on the following justifications:- (i) Confirmation and declaration that they met the criteria of Independent Director prescribed under Paragraph 1.01 of the Listing Requirements of Bursa Securities; (ii) Confirmation and declaration that they have no conflict of interests with the Company and have not been entering/are not expected to enter into contract(s) especially material contract(s) with the Company and/or its subsidiary companies; and (iii) Their length of service on the Board do not in any way interfere with their exercise of balance and objective views to Board deliberations. Their experiences and knowledge in the Group’s business and operations enable them to contribute effectively to Board deliberations and decision making. Resolution 7 The proposed Resolution 7, 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 Companies Act 2016 (“the Act”) (“General Mandate”), without first offer to holders of existing issued shares of the Company, 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 and waive the statutory pre-emptive rights of shareholders of the Company (“Waiver”). This General Mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The purpose to seek the General Mandate is to enable the Company 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 Waiver will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer the new shares to all existing shareholders of the Company prior to issuance of new shares in the Company under the General Mandate. The Company did not issue any new shares pursuant to mandate obtained at the Ninth AGM of the Company held on 16 February 2022. Resolution 8 The proposed Resolution 8, 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 8 above are set out in the Statement to Shareholders dated 30 December 2022. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING No individual is standing for election as Director at the forthcoming Tenth Annual General Meeting of the Company. 132 SASBADI HOLDINGS BERHAD
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