14. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate of appointment of authorised representative with the Share Registrar of the Company at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. The certificate of appointment of authorised representative should be executed in the following manner:- (i) If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the constitution of the corporate member. (ii) If the corporate member does not have a common seal, the certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member (if any) and executed by:- (a) at least two (2) authorised officers, of whom one shall be a director; or (b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated. EXPLANATORY NOTES ON ORDINARY BUSINESS 1. Audited Financial Statements for the financial year ended 31 December 2022 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 3 – Re-election of Directors Pang Khang Hau, Yam Tai Fong, and Datuk Woon See Chin (“Retiring Directors”) are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 14th AGM. The Retiring Directors had provided the fit and proper declarations and 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 (“Listing Requirements”) 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 carried out assessment on the independence of Datuk Woon See Chin and is satisfied that he met the criteria of independence as prescribed in the Listing Requirements of Bursa Securities. 3. Resolution 4 – Declaration of a Single Tier Final Dividend Pursuant to Paragraph 8.26(2) of the Listing Requirements 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. Resolutions 5 – Non-Executive 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 14th AGM until the date of next AGM under Resolution 5 are calculated based on the current Board composition and the number of scheduled Board and Committee meetings from the 14th 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. NOTICE OF FOURTEENTH (14TH) ANNUAL GENERAL MEETING Annual Report 2022 186
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