MISC Annual Report 2017

MISC BERHAD | Annual Report 2017 338 NOTICE OF ANNUAL GENERAL MEETING Explanatory Notes on Ordinary Businesses 1. Audited Financial Statements for the financial year ended 31 December 2017 This Agenda item is meant for discussion only as Section 340(1) of the Companies Act, 2016 does not require the Audited Financial Statements to be formally approved by the shareholders. As such, this Agenda item is not put forward for voting. 2. Payment of Directors’ Fees (inclusive of Benefits-in-kind) Please refer to pages 127 to 136 of the Corporate Governance Overview Statement in the Company’s Annual Report 2017 for details of the Directors’ Fees and Benefits-in-kind. Explanatory Notes on Special Business 1. Proposed Share Buy-Back Renewal Ordinary Resolution 9, as proposed under item 7, 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 total number of issued shares 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 50 th AGM of the Company or the expiration of the period within which the 50 th 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 29 March 2018 which is despatched together with the Company’s 2017 Annual Report. 2. Proposed Adoption of new Constitution of the Company The Special Resolution, if passed, shall streamline the Constitution of the Company to be aligned with the new Companies Act 2016 which came into force on 31 January 2017, the updated provisions of the Main Market Listing Requirements of Bursa Securities, and prevailing statutory and regulatory requirements as well as to render clarity and consistency throughout, details of which are as set out in the Circular to Shareholders dated 29 March 2018. Notes: 1. Only depositors whose names appear in the Record of Depositors as at 20 April 2018 shall be entitled to attend, speak and vote at the meeting. 2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to exercise all or any of his rights to attend, participate, speak and vote at the meeting. 3. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member appoints two (2) proxies the appointment shall be invalid unless he specifies the proportion of his holding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation. There shall be no restriction as to the qualification of the proxy. 4. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”), it may appoint up to two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account and the number of shares to be represented by each proxy must be clearly indicated.