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 of Directors (“Board”) has via its Nomination Committee undertakes a formal evaluation to determine each individual Director eligibility to stand for re-election at the 45th AGM of the Company 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 and Remuneration Committee’s recommendation that Mr Din Tan Yong Chia and Madam Koh Huey Min who retire in accordance with Clause 112 of the Company’s Constitution and Tan Sri Dato’ Tan Chee Sing, Datuk Wira Lye Ek Seang and Dato’ Sri Badrul Hisham Bin Abdul Aziz 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. In line with Bursa Securities announcement on 19 January 2022, Paragraph 15.01A of Bursa Securities Main Market Listing Requirements, and Fit and Proper Policy adopted by the Board of Directors of the Company during the year 2022, the Directors who are eligible for re-election have completed their respective Fit & Proper Policy Compliance Checklist to declare that they are a fit and proper person to act as a Director of the Company. EXPLANATORY NOTES TO SPECIAL BUSINESS $' Ordinary!Resolution!,!-!Proposed!authority!for!Directors!to!allot!and!issue!shares!pursuant!to!Sections!('!and!(&!of!the!Act The!general!mandate!sought!by!the!Company!under!the!proposed!Ordinary!Resolution!-!is!to!renew!the!previous!general!mandate! granted!to!the!Directors!of!the!Company!at!the!Forty-Fourth!Annual!General!Meeting!of!the!Company!held!on!"+!June!"#"+!to!allot!and! issue!shares!pursuant!to!Sections!0/!and!0%!of!the!Act'!As!at!the!date!of!this!Notice!of!Meeting&!no!new!shares!in!the!Company!were! issued!under!the!previous!general!mandate&!which!will!lapse!at!the!conclusion!of!the!1/th!Annual!General!Meeting!of!the!Company!and! hence&!no!proceeds!raised!therefrom' The!proposed!Ordinary!Resolution!-&!if!passed&!will!empower!the!Directors!of!the!Company!to!issue!and!allot!not!more!than!ten!per! centum!($#3)!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-Sixth!Annual!General!Meeting!(“)&th!AGM”)!of!the!Company' The!proposed!Ordinary!Resolution&!if!passed&!will!exclude!shareholders’!pre-emptive!rights!to!be!o(ered!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' 331 FINANCIAL STATEMENTS & OTHER INFORMATION
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