Notes: 1. For the purpose of determining amember who shall be entitled to participate at the 43rd AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 15 June 2022 in accordance with Clause 80 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991. Only a depositor whose name appears in the Record of Depositors as at 15 June 2022 shall be entitled to participate and vote at the Meeting or appoint proxy(ies) to participate and/or vote on his/her behalf. 2. A member of the Company shall be entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to participate, speak and vote in his/her stead at the 43rd AGM. A proxy may but need not be a member of the Company. There is no restriction as to the qualification of proxy. As guided by the Securities Commission Malaysia’s Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers that was first issued on 18 April 2020 and its subsequent amendments, the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all shareholders and proxies shall communicate with the main venue of the Meeting via real time submission of typed texts through a text box within Securities Services ePortal’s platform during the live streaming of the Meeting as the primary mode of communication. In the event of any technical glitch in this primary mode of communication, shareholders and proxies may email their questions to eservices@sshsb.com.my during the Meeting. The questions and/or remarks submitted by the shareholders and/or proxies will be broadcasted and responded by the Chairman/Directors/relevant advisers during the Meeting. 3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 4. Where a member of the Company is an exempt authorised nominee (as defined under the Securities Industry (Central Depositories) Act 1991) which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. 5. Where more than one (1) proxy is appointed to participate and vote at the Meeting, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies, failing which, the appointment shall be invalid. 6. Appointment of proxy and registration for remote participation and voting The instrument appointing a proxy must be in writing under the hands of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation either under its common seal or under the hand of its officer or its duly authorised attorney. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be completed and deposited at the office of the Share Registrar of the Company, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time set for holding the Meeting or at any adjournment thereof. The proxy appointment may also be lodged electronically via Securities Services ePortal at https://sshsb.net.my/. The lodging of the Proxy Form does not preclude any shareholder from participating and voting remotely at the Meeting should any shareholder subsequently wishes to do so, provided a Notice of Termination of Authority to act as Proxy is given to the Company and deposited at the office of Share Registrar of the Company, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than twenty-four (24) hours before the time stipulated for holding the Meeting or any adjournment thereof. All resolutions set out in the Notice of 43rd AGM are to be voted by poll. Should you wish to personally participate at the Meeting remotely, please register electronically via Securities Services ePortal at https://sshsb.net.my/ by the registration cut-off date and time. Please refer to the Administrative Guide on the Conduct of a Fully Virtual General Meeting (“Administrative Guide”) for further details. The Administrative Guide is available for download at www.tropicanacorp.com.my/reports-and-presentations EXPLANATORY NOTES TO ORDINARY BUSINESS 1. Laying of Audited Financial Statements and Reports of the Directors and the Auditors thereon In accordance with Section 340(1)(a) of the Companies Act 2016 (“the Act”), the Company is required to lay the Audited Financial Statements and the Reports of the Directors and the Auditors thereon at its Annual General Meeting. Hence, the Agenda item no. 1 above is not a business which requires a resolution to be put to vote by the shareholders. This Agenda item is for discussion and receipt only. 2. Ordinary Resolutions 2 – 5 – Re-election of Directors who retire in accordance with Clauses 112 and 113 of the Company’s Constitution In accordance to Clause 112 of the Company’s Constitution, any Director appointed shall hold office until the next following Annual General Meeting of the Company and shall be eligible for re-election at such Meeting. A Director under this Clause shall not be taken into account in determining the Directors or the number of Directors to retire by rotation in Clause 113 of the Company’s Constitution. Dato’ Dickson Tan Yong Loong who retires in accordance with Clause 112 of the Company’s Constitution and who being eligible offers himself for re-election. Clause 113 of the Company’s Constitution provides that one-third (1/3) of the Directors (with the exception of alternate Director) for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office and be eligible for re-election. Out of the current Board size of thirteen (13), one (1) is to retire in accordance with Clause 112, thus four (4) out of twelve (12) Directors are to retire by rotation in accordance with Clause 113 of the Company’s Constitution. In line with Practice 6.1 of the Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission Malaysia on 28 April 2021, the Board has via its Nomination Committee undertakes a formal evaluation to determine each individual Director eligibility to stand for re-election at the 43rd AGM which include the following: i) Self and peer performance evaluation such as priorities context of issues in line with corporate objective, provide realism and practical advice, and add value to board meetings; ii) Independent Non-Executive Director self-evaluation such as length of service, independent of management and judgement and fulfill the criteria of independences; and iii) Level of independence demonstrated by the Independent Non-Executive Director, and his/her ability to act in the best interest of the Company in decision-making by providing annual declaration of independence. Based on the evaluation results above, all individual Directors (including the retiring Directors) have fulfilled the performance evaluation required. In addition, all Independent Non-Executive Directors have also provided their annual declaration of independence. Hence, the Board approved the Nomination Committee’s recommendation that Dato’ Dickson Tan Yong Loong who retires in accordance with Clause 112 of the Company’s Constitution and Tan Sri Dato’ Tan Chee Sing, Datuk Wira Lye Ek Seang, Ms Alice Dora Boucher and Mr Jared Ang Tzer Shen who retire by rotation in accordance with Clause 113 of the Company’s Constitution are eligible to stand for re-election. They had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board meeting. ANNUAL GENERAL MEETING NOTICE OF FORTY-THIRD Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 376 377
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