EXPLANATORY NOTES ON ORDINARY BUSINESS 1. Audited Financial Statements for the financial year ended 31 December 2023 This agenda item is meant for discussion only as the provision of Sections 248(2) and 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 Tin @ Pang Yon Tin, Chin Lian Hing and Sim Tian Liang (“Retiring Directors”) are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 15th 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. 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. Resolution 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 15th AGM until the date of next AGM under Resolution 5 are calculated based on the current Board composition and the estimated number of Board and Committee meetings from the 15th 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 6 – Re-appointment of Auditors The Board had on 1 April 2024, through the Audit and Risk Management Committee (“ARMC”), 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 in accordance with the External Auditor Policy of the Company. The Board and the ARMC collectively agreed and satisfied that Messrs Crowe Malaysia PLT has the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements of Bursa Securities. EXPLANATORY NOTES ON SPECIAL BUSINESS 1. Resolution 7 - Waiver of Pre-Emptive Rights pursuant to Section 85 of the Companies Act 2016 This Special Resolution is pertaining to the waiver of pre-emptive rights granted to the shareholders pursuant to Section 85 of the Act. By voting in favour of the Special Resolution, the shareholders of the Company would be waiving their statutory pre-emptive right. The Special Resolution if passed, would allow the Directors to issue new shares to any person without having to offer the new Company shares to be issued to such persons as at the date of the offer are entitled to receive notices of General Meetings from the Company in proportion as nearly as the circumstances admit, to the amount of the existing shares or securities to which they are entitled, prior to issuance. NOTICE OF FIFTEENTH (15TH) ANNUAL GENERAL MEETING 171 Annual Report 2023
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