Datasonic Group Berhad 198 The Board was satisfied with the effective assessment procedures performed and reported by the AC. Accordingly, the Board approved the Audit Committee’s recommendation to re-appoint Messrs. Crowe Malaysia PLT as Auditors of the Company until the conclusion of the next AGM of the Company. Messrs. Crowe Malaysia PLT have indicated their willingness to be re-appointed as Auditors of the Company. E) Special Business Ordinary Resolution 8 – Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016 Ordinary Resolution 8, if passed, will empower the Directors of the Company to issue and allot shares in the Company up to an aggregate amount not exceeding ten per centum (10%) of the issued shares of the Company for the time being for such purposes as they consider would be in the interest of the Company. This authority unless revoked or varied at a general meeting will expire at the next AGM. This renewed mandate will provide flexibility to the Company for the allotment of shares for the purpose of funding working capital, future expansion, investment and/or acquisition(s) as deemed necessary. As at the date of this notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the Thirteenth AGM held on 15 September 2021 which will lapse at the conclusion of the Fourteenth AGM. F) Special Business Ordinary Resolution 9 – Proposed Renewal of Share Buy-Back Authority Ordinary Resolution 9, if passed, will empower the Company to purchase up to 10% of the total number of issued shares of the Company. The details on the Proposed Renewal of Share Buy-Back Authority are set out in the Statement to Shareholders dated 29 July 2022. G) Special Business Ordinary Resolutions 10, 11, 12 and 13 – Retention of General Tun (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing as Independent Non-Executive Directors of the Company General Tun (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing were appointed as Independent Non-Executive Directors on 27 June 2011 and have therefore served for a cumulative term of more than nine (9) years. The Board through the NRC had assessed the performance and independence of General Tun (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing and recommended them to be retained as Independent Non-Executive Directors of the Company based on the following justifications:- a) They have met the independence guidelines as set out in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia and are therefore able to give independent opinion to the Board; b) Being Directors for more than nine (9) years have enabled them to contribute positively during deliberations/ discussions at meetings as they are familiar with the operations of the Company and possess sound knowledge of the Company’s operations; c) They have contributed sufficient time and exercised due care during their tenure as Independent Non-Executive Directors; d) They have discharged their professional duties in good faith and also in the best interest of the Company and shareholders; e) They have the calibre, qualifications, experiences and personal qualities to challenge management in an effective and constructive manner; f) They have never compromised on their independent judgement; and g) They have ensured that there were effective checks and balances in Board proceedings. Notice of Fourteenth Annual General Meeting
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