MSM Malaysia Holdings Berhad Annual Report 2020

Explanatory Note 7: Resolution 6 : Re-election of Director who retire in accordance with Clause 105 of the Company’s Constitution 7.1 Clause 105 of the Company’s Constitution stipulates at any time and from time to time, the Director shall have power to appoint any person to be a Director either to fill a casual vacancy or as an additional Director by way of ordinary resolution. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election. 7.2 Dato’ Amir Hamdan Hj Yusof, who was appointed during the financial year and before the 10 th AGM, has successfully completed the Mandatory Accreditation Programmes pursuant to the provision of the Listing Requirements. Explanatory Note 8: Resolution 7 – Re-appointment of Auditors 8.1 The present auditors, Messrs. PricewaterhouseCoopers PLT (“PwC”), has indicated their willingness to continue their services for another year. The Audit, Governance and Risk Committee (“AGRC”) and the Board have considered the re-appointment of PwC as Auditors of the Company and have collectively agreed that PwC has met the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements. 8.2 The Board at its meeting held on 25 March 2021 approved the AGRC’s recommendation for the Shareholders’ approval to be sought at the 10 th AGM on the re-appointment of PwC as external auditors of the Company for the financial year ending 2021, under Resolution 7 in accordance with Section 340(1)(c) and Section 274(1)(a) of the CA 2016. Abstention from Voting 9.1 All the Non-Executive Directors who are Shareholders of the Company will abstain from voting on Ordinary Resolutions 1, 2 and 3 concerning Directors’ fees and benefits payable at the 10 th AGM. 9.2 The Directors referred to in Ordinary Resolutions 4, 5 and 6 who are Shareholders of the Company will abstain from voting on the resolutions in respect of his/her re-election and re-appointment at the 10 th AGM. EXPLANATORY NOTES ON SPECIAL BUSINESS Explanatory Note 9: Resolution 8 - Proposed Mandates 10.1 The proposed Ordinary Resolution 8, if passed, will enable the Company and/or its subsidiary companies to enter into recurrent transactions involving the interests of the Related Parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business on terms not favourable than those generally available to the public and are not detrimental to the minority Shareholders of the Company. 10.2 Detailed information on the Proposed Mandates is set out in the Circular to Shareholders dated 27 April 2021. Explanatory Note 10: Resolution 9 - Authority to Directors to allot and issue shares 11.1 The proposed Ordinary Resolution 9 is a general mandate to be obtained from the Shareholders of the Company at this AGM and, if passed, will empower the Directors pursuant to Section 75 of the CA 2016 to allot and issue ordinary shares in the Company of up to an aggregate amount not exceeding ten percent (10%) of the issued share capital of the Company as at the date of such allotment of shares without having to convene a general meeting. 11.2 This general mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next annual general meeting of the Company. The general mandate from Shareholders is to provide the Company flexibility to undertake any share issuance during the financial year without having to convene a general meeting. 11.3 The rationale for this proposed mandate is to allow for possible share issue and/or fund raising exercises including placement of shares for the purpose of funding current and/or future investment projects, working capital and/or acquisitions as well as in the event of any strategic opportunities involving equity deals which may require the Company to allot and issue new shares on an urgent basis and thereby reducing administrative time and costs associated with the convening of additional Shareholders meeting(s). In any event, the exercise of the mandate is only to be undertaken if the Board considers it to be in the best interest of the Company. MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 245 SUSTAINABILITY REPORT EFFECTIVE LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING