363 EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. ITEM 1 OF THE AGENDA – AUDITED FINANCIAL STATEMENTS The Audited Financial Statements together with the reports of the Directors and Auditors in Agenda item no. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016, does not require a formal approval of shareholders. Hence, this item on the Agenda is not put forward for voting. 2. DIRECTORS’ FEES AND BENEFITS In March 2023, the Nominating and Remuneration Committee (“NRC”) had reviewed the fees and benefits of the Board of Directors (“Board”) and Board Committees taking into consideration the market trends for similar positions, time commitment, and responsibilities of the respective Directors. i. Ordinary Resolutions 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 The Board, at the recommendation of the NRC, agreed that the Directors’ fees for the financial year ended 31 January 2023 to remain unchanged, based on the following fee structure: Type of Fees RM Board fees Non-Executive Director/Independent Director 200,000/annum Executive Director 50,000/annum Chairman of the Board 60,000/annum Audit Committee/Board Risk & Sustainability Committee fees Committee Chairman fees 30,000/annum Committee Member fees 20,000/annum Other Board Committees fees Committee Chairman fees 20,000/annum Committee Member fees 10,000/annum Payment of the Directors’ fees for the financial year ended 31 January 2023 (“FYE2023”) amounting to RM2,060,000.00 will be made by the Company to the respective Directors if the proposed Ordinary Resolutions 2 to 12 are passed by the shareholders at the 30th AGM, including the payment to Puan Rohaya binti Mohammad Yusof who had resigned on 31 May 2023. This is to remunerate her for her contribution as Non-Independent Non-Executive Director of the Company during the said FYE2023. ii. Ordinary Resolution 13 The Directors’ benefits cover meeting allowances, directors’ training and other reimbursable expenses incurred in the course of carrying out their duties as Company Directors. NOTICE OF ANNUAL GENERAL MEETING ANNUAL GENERAL MEETING
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