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 2024. Resolutions 2 to 5 – Re-election of Directors The profiles of Dato’ Salleh Bin Mohd Husein, Mr Law King Hui, Datu Dr Rashidah Binti Bolhassan and Mr Law En Ruey who are standing for re-election are set out under the profile of directors in the Annual Report 2023 (collectively the “Retiring Directors”). For the purpose of determining the eligibility of the Directors to stand for re-election at this 11th 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, save for Mr Law En Ruey who was appointed on 30 October 2023, 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. Resolutions 7 and 8 The proposed Resolutions 7 and 8 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 9 The proposed Resolution 9, 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. ANNUAL REPORT 2023 SASBADI HOLDINGS BERHAD 145 Notice of Eleventh Annual General Meeting (continued)
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