174 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 EXPLANATORY NOTES TO THE AGENDA (i) Item 1 of the Agenda Audited Financial Statements for the financial year ended 31 December 2021 This item is meant for discussion only. The provision of Sections 248(2) and 340(1)(a) of the Companies Act 2016 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its AGM. As such, this Agenda item is not a business which requires a motion to be put forward to vote by shareholders. (ii) Ordinary Resolutions 1 to 5 Re-election of Directors The following Directors of the Company are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 28th AGM:- (1) Loh Wee Hian (2) Matteo Stefanel (3) Sean S Hesh (4) Tan Lye Sim (5) Kung Lee See Loh Wee Hian is the Executive Vice Chairman and a substantial shareholder of the Company. He has no conflict of interest with the Company. He is the father of Loh Hin Yaw, the Alternate Director to himself. He has no family relationship with any major shareholder of the Company. Matteo Stefanel is the Non-Independent Non-Executive Director of the Company. He has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. Sean S Hesh is the Executive Director of the Company and the Group Chief Executive Officer. He has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. Tan Lye Sim is the Independent Non-Executive Director of the Company. She has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. Kung Lee See is the Independent Non-Executive Director of the Company. She has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. The Board had, through the Nomination and Remuneration Committee, carried out the necessary assessment on the aforesaid Directors and concluded that they met the criteria as prescribed under Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on character, experience, integrity, competence and time commitment to effectively discharge their roles as Directors. The aforesaid Directors have devoted sufficient time to carry out their responsibilities throughout their tenure. They also possess relevant qualification, knowledge and experience which complement the current Board’s competencies. In addition, the aforesaid Independent Non-Executive Directors continue to bring independent and objective judgement to the Board. Based on the above, the Board is supportive of the re-election of the aforesaid retiring Directors. (iii) Ordinary Resolution 6 Payment of additional Directors’ fees amounting to RM106,073.16 for the financial year ended 31 December 2021 until 26 May 2022 At the Twenty-Seventh AGM of the Company held on 25 May 2021, the shareholders had approved RM352,240.00 as total Directors’ fees payable to the Directors of the Company for the financial year ended 31 December 2021 until the next AGM of the Company. The proposed resolution on the payment of additional Directors’ fees amounting to RM106,073.16 for the said period is due to the appointment of additional Independent Non-Executive Directors of the Company, Ms Tan Lye Sim and Ms Kung Lee See, on 1 October 2021. (iv) Ordinary Resolution 7 Payment of Directors’ fees of RM423,840.00 from 27 May 2022 until the next AGM of the Company The proposed Ordinary Resolution 7, if passed, will facilitate the payment of Directors’ fees from 27 May 2022 until the next AGM of the Company. In the event the Company appoints additional Directors, approval on additional Directors’ fees will be sought at the next AGM. NOTICE OF TWENTY-EIGHTH ANNUAL GENERAL MEETING CONT’D
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