NOTICE IS HEREBY GIVEN THAT the Forty-Third Annual General Meeting (“43rd AGM” or “Meeting”) of Tropicana Corporation Berhad (“Tropicana” or “the Company”) will be held on a fully virtual basis via Online Meeting Platform hosted on Securities Services ePortal at https://sshsb.net.my/ provided by SS E Solutions Sdn Bhd, at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan on Thursday, 23 June 2022 at 11.00 a.m. or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications the following resolutions:- AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and the Auditors thereon. 2. To re-elect Dato’ Dickson Tan Yong Loong, the Director who retire in accordance with Clause 112 of the Company’s Constitution and, being eligible, has offered himself for re-election. 3. To re-elect the following Directors who retire by rotation in accordance with Clause 113 of the Company’s Constitution and, being eligible, have offered themselves for re-election: 3.1 Tan Sri Dato’ Tan Chee Sing 3.2 Datuk Wira Lye Ek Seang 3.3 Ms Alice Dora Boucher 3.4 Mr Jared Ang Tzer Shen 4. To approve the payment of Directors’ fees to the Non-Executive Directors based on the fees structure as disclosed in item 3 of the Explanatory Notes to Ordinary Business from this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in year 2023. 5. To approve the payment of meeting attendance allowance of RM1,000.00 per meeting day to each Non-Executive Director from this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in year 2023. 6. To re-appoint Ernst & Young PLT as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration. Please refer to item 1 of Explanatory Notes to Ordinary Business Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 AS SPECIAL BUSINESS To consider and if thought fit, to pass the following resolutions, with or without any modifications: 7. PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY “THAT the Proposed Amendments to the Constitution of the Company as set out in “Appendix A” be and are hereby approved and adopted with immediate effect; AND THAT the Directors of the Company be and are hereby authorised to do all acts and things and take all such steps that may be necessary and/or expedient to give effect to the Proposed Amendments to the Constitution of the Company with full power to assent to any modification, variation and/or amendment as may be required by the relevant authorities.” 8. PROPOSED AUTHORITY FOR DIRECTORS TO ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 “THAT subject to the passing of the Special Resolution and pursuant to Sections 75 and 76 of the Companies Act 2016 (“the Act”), the Company’s Constitution and the approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant governmental and/ or regulatory authorities, the Directors of the Company be and are hereby authorised to issue shares in the Company from time to time to such person(s) and upon such terms and conditions and for such purposes as the Directors of the Company may in their absolute discretion deem fit PROVIDED THAT the aggregate number of shares to be issued pursuant to this resolution does not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) of the Company for the time being to be utilised until 31 December 2022 as empowered by Bursa Securities pursuant to its letter dated 23 December 2021 to grant additional temporary relief measures to listed issuers and thereafter ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being as stipulated under Paragraph 6.03(1) of Bursa Securities Main Market Listing Requirements; AND THAT the Directors of the Company be and are hereby also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities and that such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next Annual General Meeting of the Company.” 9. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES “THAT subject to Section 127 of the Act, the Company’s Constitution, the Listing Requirements of Bursa Securities and any other relevant authorities, the Directors of the Company be and are hereby authorised to purchase its own shares through Bursa Securities as may be determined by the Directors of the Company from time to time and upon such terms and conditions as the Directors of the Company may deem fit and expedient in the best interest of the Company PROVIDED THAT:- (a) the aggregate number of shares, which may be purchased pursuant to this resolution, does not exceed ten per centum (10%) of the total number of issued shares of the Company at the time of purchase and FURTHER PROVIDED THAT the Company continues to maintain a public shareholding spread that is in compliance with the Listing Requirements of Bursa Securities after the shares are purchased; (b) the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the total retained profits of the Company at the time of purchase; Special Resolution Ordinary Resolution 9 Ordinary Resolution 10 ANNUAL GENERAL MEETING NOTICE OF FORTY-THIRD Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 372 373
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