EXCEL FORCE MSC BERHAD Annual Report 2019

EXCEL FORCE MSC BERHAD - ANNUAL REPORT 2019 4 NOTES: 1. Please refer to the Administrative Guide for the procedures to register and participate in the virtual meeting and vote remotely at this virtual AGM using RPV Facilities provided by Agmo Studio Sdn Bhd via its Vote2U online website at http://web.vote2u.app . 2. The audited financial statements laid at this meeting pursuant to Section 340(1)(a) of the Companies Act, 2016 are meant for discussion only. It does not require shareholders’ approval, and therefore, it shall not be put forward for voting. 3. A member entitled to attend and vote at this meeting is entitled to appoint a proxy(ies) to attend and vote instead of him/ her. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the meeting shall have the same rights as the member to speak at the meeting. 4. Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy. 5. The Form of Proxy, in the case of an individual, shall be signed by the appointer or his attorney, and in the case of a corporation, shall be executed under its Common Seal or under the hand of its attorney of the corporation duly authorized. 6. For the purpose of determining a member who shall be entitled to attend the 18th AGM, the Company shall request Bursa Malaysia Depository Sdn Bhd to issue a Record of Depositors as at 17 June 2020. Only a depositor whose name appears on the Record of the Depositor as at 17 June 2020 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on his/her behalf. 7. To be valid, the proxy form duly completed and signed must be deposited at the Share Registrar’s Office, Boardroom Share Registrars Sdn Bhd (Formerly known as Symphony Share Registrars Sdn Bhd), at 11th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. Explanatory Notes to Special Business: 1. The proposed Ordinary Resolution 6 is the renewal of the mandate obtained from the members at the last Annual General Meeting held on 29 May 2019 (“the previous mandate”). The previous mandate was not utilised and accordingly no proceeds were raised. The proposed resolution, if passed, will provide flexibility to the Directors to undertake fund raising activities, including but not limited to placement of shares for the funding of the Company’s future investments projects, working capital and/or acquisitions, by the issuance of shares in the Company to such persons at any time, as the Directors may deem fit, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at the conclusion of next AGM of the Company. 2. The proposed Ordinary Resolution 7 if passed, will allow the Directors of the Company to exercise the power of the Company to purchase not more than ten percent (10%) of the total number of issued shares of the Company at any time within the time period stipulated in the Listing Requirements of Bursa Securities. This authority, unless revoked or varied by the Company at a general meeting, shall continue to be in full force until the conclusion of the next AGM of the Company. Further details are set out in the Circular to Shareholders dated 27 May 2020. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Securities:- 1. Details of individual who are standing for election as Directors (excluding Directors for re-election) No individual is seeking election as a Director at the 18th AGM of the Company. 2. General mandate for issue of securities in accordance with Paragraph 6.03(3) of the Listing Requirements of Bursa Securities. The details of the proposed authority for Directors of the Company to issue shares in the Company pursuant to Sections 75 and 76 of the Companies Act 2016 are set out in Explanatory Note to Special Business of the Notice of 18th AGM. notice of eighteenth annual general meeting (CONT’D)