EXPLANATORY NOTES ON ORDINARY BUSINESS 1. Audited Financial Statements for the financial year ended 31 December 2021 This agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 (“the Act”) does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this agenda item is not put forward for voting by shareholders. 2. Resolutions 1 to 6 – Re-election of Directors Pang Tin @ Pang Yon Tin, Chin Lian Hing, Anita Chew Cheng Im, Johar Salim Bin Yahaya, Dato’ Ir. Fong Tian Yong and Bhupendar Singh A/L Sewa Singh (“Retiring Directors”) are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 13th AGM. The Board had through the Nomination Committee (“NC”) carried out assessment on the Retiring Directors and agreed that they met the criteria as prescribed by Paragraph 2.20A of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) on character, experience, integrity, competence and time to effectively discharge their role as Directors. The Board had also through the NC evaluated the independence of Anita Chew Cheng Im, Johar Salim Bin Yahaya, Dato’ Ir. Fong Tian Yong and Bhupendar Singh A/L Sewa Singh who were appointed on 1 December 2021 and shall hold office until the conclusion of the forthcoming 13th AGM and eligible for re-election pursuant to the Constitution. The Board agreed that Anita Chew Cheng Im, Johar Salim Bin Yahaya, Dato’ Ir. Fong Tian Yong and Bhupendar Singh A/L Sewa Singh met the criteria of independence as prescribed in the MMLR of Bursa Securities. 3. Resolution 7 – Declaration of a Single Tier Final Dividend Pursuant to Paragraph 8.26(2) of the MMLR of Bursa Securities, the single tier final dividend, if approved, will be paid no later than three (3) months from the date of shareholders’ approval. 4. Resolution 8 – Directors’ Fees and Benefits Pursuant to Section 230(1) of the Act, the fees of Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. The proposed Directors’ fees and benefits for the period from the 13th AGM until the date of next AGM under Resolution 8 is calculated based on the current Board composition and the number of scheduled Board and Committee meetings from the 13th AGM until the date of next AGM. The said Resolution is to allow the Company to make payment of Directors’ fees and benefits to the Non-Executive Directors up till next AGM of the Company. In the event the proposed amount is insufficient (e.g. due to more meetings or appointment of additional Independent Directors), approval will be sought at the next AGM for the shortfall. 5. Resolution 9 – Re-appointment of Auditors The Board had on 30 March 2022, through the Audit Committee, assessed the suitability, objectivity and independence of the External Auditors, Messrs Crowe Malaysia PLT and considered the re-appointment of Messrs Crowe Malaysia PLT as Auditors of the Company. The Board and the Audit Committee collectively agreed and satisfied that Messrs Crowe Malaysia PLT has the relevant criteria prescribed by Paragraph 15.21 of the MMLR of Bursa Securities. NOTICE OF THIRTEENTH (13TH) ANNUAL GENERAL MEETING Annual Repor t 2021 182
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