3. Ordinary Resolution 6 – Approval for Directors’ fees from this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in year 2023 Section 230(1) of the Act requires the fees of the directors and any benefits payable to the directors of a public company shall be approved at a general meeting. Pursuant thereto, the Company is seeking the shareholders’ approval for the payment of Directors’ fees to the Non-Executive Directors from this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in year 2023 in accordance with the Directors’ fees structure as set out below: Fees (RM/year) Board of Directors (“Board”)/Board Committee Chairman Deputy Chairman Senior Independent Director Members Board 240,000 180,000 165,000 150,000 Audit Committee 28,000 – – 20,000 Risk Management Committee 19,000 – – 13,000 Other Committees 10,000 – – 6,000 The proposed Ordinary Resolution 6, if passed, will give approval to the Company to pay the Directors’ fees to the Non-Executive Directors on the basis as determined by the Board for their services as members of the Board and Board Committees. EXPLANATORY NOTES TO SPECIAL BUSINESS 1. Special Resolution – Proposed Amendments to the Constitution of the Company The Special Resolution proposed under item 7 is in line with Bursa Securities’ letter dated 16 April 2020 and its subsequent letter dated 23 December 2021 to allow a listed corporation to seek a higher mandate under Paragraph 6.03 of the Main Market Listing Requirements of Bursa Securities of not more than twenty per centum (20%) of the total number of issued shares for issue of new securities and the prevailing statutory and regulatory requirements, as well as to provide clarity and consistency. The Proposed Amendments to the Constitution of the Company are set out in the “Appendix A” accompanying the Notice of the 43rd AGM dated 29 April 2022. This Special Resolution needs a majority of not less than seventy-five per centum (75%) of such members who are entitled to vote and do vote either in person or by proxy. 2. Ordinary Resolution 9 – Proposed authority for Directors to issue shares pursuant to Sections 75 and 76 of the Act The general mandate sought by the Company under the proposed Ordinary Resolution 9 is to renew the previous general mandate granted to the Directors of the Company at the Forty-Second Annual General Meeting held on 23 September 2021 to issue shares pursuant to Sections 75 and 76 of the Act. As at the date of this Notice of Meeting, the Company had issued 2,000,000 new ordinary shares of RM0.9231 per share pursuant to a Private Placement exercise. Details of the total proceeds raised from the Private Placement and its utilisation are disclosed in the Annual Report. As part of the initiative from Bursa Securities to aid and facilitate listed issuers in these trying and challenging times amid the COVID-19 pandemic, Bursa Securities has via its letter dated 23 December 2021 extended the twenty per centum (20%) General Mandate up to 31 December 2022 (“20% General Mandate”) and thereafter, ten per centum (10%) of the total number of issued shares of the Company for the time being as stipulated under Paragraph 6.03(1) of the Main Market Listing Requirements of Bursa Securities (“10% General Mandate”). The proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue and allot not more than twenty per centum (20%) up to 31 December 2022 and thereafter, ten per centum (10%) of the Company’s total number of issued shares (excluding treasury shares) for the time being speedily without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the Forty-Fourth Annual General Meeting (“44th AGM”) of the Company. The Board is of the opinion that the 20% General Mandate is to enable the Company to issue and allot shares at any time to such persons in their absolute discretion without a need to convene a general meeting, for the Company to meet its financial needs and perceived to be of the best interest of the Company and its shareholders. Should the 20% General Mandate and/or 10% General Mandate be exercised the Directors will utilise the proceeds raised for working capital or such other applications they may in their absolution discretion deem fit. Instances for which the Company may issue new shares under these 20% General Mandate and/or 10% General Mandate include but not limited to the purpose(s) of complying with public shareholding spread requirements and raising funds through private placement for purposes of working capital requirement and/or allowing the entry of strategic partners. The Board of Directors take cognisance that the 20% General Mandate may be utilised until 31 December 2022 or until such time prescribed by Bursa Securities. 3. Ordinary Resolution 10 – Proposed renewal of authority for the Company to purchase its own shares The proposed Ordinary Resolution 10, if passed, will renew the shareholders’ mandate for the Company to purchase and/or hold up to ten per centum (10%) of the total number of issued shares of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the 44th AGM of the Company. Further information on this proposal is set out in the Share Buy-Back Statement dated 29 April 2022. 4. Ordinary Resolution 11 – Proposed renewal of authority to allot and issue ordinary shares in Tropicana for the purpose of Tropicana’s Dividend Reinvestment Scheme (“DRS”) that provides shareholders of Tropicana the option to elect to reinvest their cash dividend entitlements in new ordinary shares in Tropicana The proposed Ordinary Resolution 11, if passed, will empower the Directors of the Company to allot and issue new ordinary shares in the Company in respect of dividends to be declared, if any, under the DRS. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the 44th AGM of the Company. ANNUAL GENERAL MEETING NOTICE OF FORTY-THIRD Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 378 379
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