Explanatory Notes on Special Business Resolution 8 Section 129(6) of the Companies Act, 1965 stipulates that a Director who has attained the age of 70 years or over the age of 70 years may be appointed or re-appointed as Director of the Company by a resolution duly passed by a majority of not less than three-fourth (3/4) of such members of the Company as being entitled to vote in person or by proxy. Such Director will hold office until the conclusion of the next AGM. Dato’ Ab. Halim bin Mohyiddin is the Director standing for re-appointment under Section 129(6) of the Companies Act, 1965 and being eligible, has offered himself for re-appointment at this AGM. Resolutions 9 and 10 Continuing in Office as Independent Non-Executive Director Ordinary Resolutions 9 and 10, as proposed under item 8, are to comply with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012 which states the Board must justify and seek shareholders’ approval in the event it retains as independent director, a person who has served in that capacity for more than 9 years. Dato’ Halipah binti Esa and Dato’ Kalsom binti Abd. Rahman have served as Independent Non-Executive Directors of the Company since 26 April 2004 and 27 October 2004, respectively. The Board has recommended that they continue to act as Independent Non-Executive Directors of the Company. Please refer to the Statement on Corporate Governance on pages 104 to 105 of the 2015 Annual Report for detailed information and justification. Resolution 11 Proposed Share Buy-Back Renewal Ordinary Resolution 11, as proposed under item 9, if passed, will renew the authority granted by the shareholders at the last Annual General Meeting. The renewed authority will allow the Company to purchase its own shares of up to 10% of its prevailing ordinary issued and paid-up share capital at any time. The renewed authority, unless revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, will expire at the conclusion of the 48th AGM of the Company or the expiration of the period within which the 48th AGM is required by law to be held, whichever occurs first. Further information on the Proposed Share Buy-Back Renewal is set out in the statement dated 28 March 2016 which is despatched together with the Company’s 2015 Annual Report. Notice of Annual General Meeting 306 REDISCOVER | REBUILD | SUSTAIN
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