DESTINI Annual Report 2020

EXPLANATORY NOTES 1. Audited Financial Statements for the Financial Year Ended 31 December 2020 The Agenda No. 1 is meant for discussion only as Section 340(1) (a) of the Companies Act, 2016 provide that the audited financial statements are to be laid in the general meeting and do not require a formal approval of the shareholders. Hence, this Agenda item is not put forward for voting. 2. Ordinary Resolution 6 : To Approve the Payment of Directors’ Fees and Other Benefits Payable The Directors’ benefits payable comprises of meeting attendance allowances and other claimable benefits. In determining the estimated total amount of Directors’ benefits, the Board has considered various factors, among others, the estimated claimable benefits and estimated number of meetings for the Board and Board Committees held for the period commencing from the conclusion of the 17th AGM until the next Annual General Meeting of the Company. 3. Ordinary Resolution 8: Authority to Allot Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 8 is intended to renew the authority granted to the Directors at the Sixteenth (16th) Annual General Meeting held on 29 July 2020 to issue and allot shares at any time to such persons in their absolute discretion without convening a general meeting provided that the aggregate number of the shares issued does not exceed 20%of the total number of issued shares of the Company for the time being (hereinafter referred to as “Previous Mandate”). As at the date of this notice, there was issuance of 139,000,000 new Destini Shares that were placed out at an issue price of RM0.22 each on 3 December 2020. In view of the challenging time due to the COVID-19 pandemic, Bursa Securities has via its letter dated 16 April 2020 empowered the listed issuer to issue new securities up to 20% of the total number of issued shares (excluding treasury shares) until 31 December 2021 (“20% General Mandate”). After that, the 10% General Mandate will be reinstated according to Paragraph 6.03 of the Main Market Listing Requirements of Bursa Securities. The Board would like to procure approval for the 20% General Mandate pursuant to Section 76(4) of the Act, from its shareholders at the Seventeenth (17th) AGM of the Company. The proposed Ordinary Resolution 8, if passed, will empower the Directors of the Company to allot and issue ordinary shares of the Company from time to time and to grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer, provided that the aggregate number of shares allotted pursuant to this resolution does not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company for the time being (“Proposed 20% General Mandate”) up to 31 December 2021. The 20% General Mandate may be utilised by the Company to issue and allot new ordinary shares until 31 December 2021 and thereafter, the 10% General Mandate will be reinstated with effect from 1 January 2022. This authorisation will expire at the conclusion of next Annual General Meeting of the Company. After having considered all aspects of the 20% General Mandate, the Board is of the opinion that the adoption of the 20% General Mandate would be in the best interest of the Company and its shareholders, on the basis that it is the most optimum and cost efficient method of fund raising for the Company. 4. Ordinary Resolution 9: Proposed Renewal of Share Buy-Back Authority for the Purchase of Its Own Ordinary Shares The Ordinary Resolution 9, if passed, will renew the authority given to the Directors of the Company to purchase Company’s shares of up to 10% of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the total amount of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the timeof purchaseof the Proposed Share Buy-Back. The Company has not purchased any of its own shares since obtaining the said mandate from its shareholders at the last Sixteenth (16th) Annual General Meeting held on 29 July 2020. Further information on the proposed renewal of authority to purchase its own shares is set out in the Circular to Shareholders dated 31 May 2021 which is dispatched together with the Company’s Annual Report 2020. Notice of Seventeenth Annual General Meeting ANNUAL REPORT 2020 DESTINI BERHAD 205