4. Re-election of Dato’ Seri Robert Tan Chung Meng, Chan Cheu Leong and Tan Jian Hong, Aaron who retire pursuant to Clause 117 of the Company’s Constitution Pursuant to Clause 117 of the Company’s Constitution, one-third of the Directors for the time being or the number nearest to one-third, shall retire from office at the Annual General Meeting. PROVIDED ALWAYS that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election. Hence, Dato’ Seri Robert Tan Chung Meng, Chan Cheu Leong and Tan Jian Hong, Aaron are due to retire at the 23rd AGM and being eligible, have offered themselves for re-election. The Board supports the re-election of Dato’ Seri Robert Tan Chung Meng, Chan Cheu Leong and Tan Jian Hong, Aaron who retire pursuant to Clause 117 of the Company’s Constitution. 5. Re-election of Datin Wan Daneena Liza Binti Wan Abdul Rahman and Lily Rozita Binti Mohamad Khairi who retire pursuant to Clause 124 of the Company’s Constitution Pursuant to Clause 124 of the Company’s Constitution, any Director appointed either to fill a casual vacancy or as an additional Director to the existing Directors, shall hold office only until the next Annual General Meeting, and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting. Hence, Datin Wan Daneena Liza Binti Wan Abdul Rahman and Lily Rozita Binti Mohamad Khairi, the newly appointed Directors of the Company are due to retire at the 23rd AGM and being eligible, have offered themselves for re-election. The Board supports the re-election of Datin Wan Daneena Liza Binti Wan Abdul Rahman and Lily Rozita Binti Mohamad Khairi who retire pursuant to Clause 124 of the Company’s Constitution. Explanatory Notes on Special Business 1. Authority to Issue Shares by the Directors of the Company The Ordinary Resolution 9, if passed, will give authority to the Directors of the Company to issue and allot shares from the unissued share capital of the Company for such purposes as the Directors of the Company in their absolute discretion consider to be in the interest of the Company without having to convene a general meeting. This authority shall continue to be in force until the conclusion of the next Annual General Meeting (“AGM”) or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier; but any approval may be revoked or varied by a resolution of the Company in general meeting. The Company has not issued any new shares pursuant to Sections 75 and 76 of the Companies Act, 2016 under the general mandate which was approved at the Twenty-Second AGM of the Company held on 26 May 2022 and which will lapse at the conclusion of the Twenty-Third AGM. Hence, a renewal of this authority is being sought at the Twenty-Third AGM. The authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 will provide flexibility and expediency to the Company for any possible fund raising involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund future investment project(s) or for working capital and operational requirements, which the Directors of the Company consider to be in the best interest of the Company. As such, any additional cost to be incurred or delay arising from the need to convene a general meeting to approve such issuance of shares could be eliminated. NOTICE OF TWENTY-THIRD ANNUAL GENERAL MEETING Annual Report 2022 Wah Seong Corporation Berhad 217
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