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 2024 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 2024 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 & Sustainability 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. Ordinary Resolution 9 – Proposed authority for Directors to allot and 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-Third Annual General Meeting of the Company held on 23 June 2022 to allot and issue shares pursuant to Sections 75 and 76 of the Act. As at the date of this Notice of Meeting, no new share in the Company were issued under the previous general mandate, which will lapse at the conclusion of the 44th Annual General Meeting of the Company and hence, no proceeds raised therefrom. The proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue and allot not more than 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-Fifth Annual General Meeting (“45th AGM”) of the Company. The proposed Ordinary Resolution, if passed, will exclude shareholder’s pre-emptive rights to be offered such new shares to be issued by the Company pursuant to this resolution. Instances for which the Company may issue new shares under this 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. 313 FINANCIAL STATEMENTS & OTHER INFORMATION
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