MISC Annual Report 2019

Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Fifty-First Annual General Meeting (“51 st AGM”) of MISC Berhad (“MISC” or “the Company”) will be held at Sapphire Room, Level 1, Mandarin Oriental Kuala Lumpur, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia on Friday, 26 June 2020 at 10.00 a.m. for the following purposes: Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2019 together with the Reports of the Directors and Auditors thereon. 2. To re-elect the following Directors who retire by rotation pursuant to Rule 21.8 of the Company’s Constitution and, being eligible, offer themselves for re-election: (i) Dato’ Sekhar Krishnan (ii) Liza Mustapha (iii) Mohd Yusri Mohamed Yusof 3. To approve the payment of Directors’ fees (inclusive of benefits-in-kind) up to an amount of RM2,140,000.00 from 27 June 2020 until the conclusion of the next Annual General Meeting of the Company. 4. To re-appoint Ernst & Young PLT as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. As Special Business To consider and, if thought fit, to pass the following resolution, with or without modifications: 5. Proposed renewal of authority for MISC to purchase its own shares of up to 10% of its prevailing total number of issued shares at any time (“Proposed Share Buy-Back Renewal”) “THAT subject to compliance with the Companies Act, 2016 (“Act”), MISC’s Constitution, and all prevailing laws, rules, regulations, orders, guidelines and requirements which may be applicable from time to time by Bursa Malaysia Securities Berhad (“Bursa Securities”) and/or any other relevant regulatory authority, approval and authority be and are hereby given to the Directors of the Company, to the extent permitted by law, to purchase such number of ordinary shares in MISC (“MISC Shares”) as may be determined by the Directors from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the best interest of the Company, provided that the maximum aggregate number of MISC Shares which may be purchased and/or held by the Company shall not exceed 10% of its prevailing total number of issued shares at any time, and the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the amount of the retained earnings of the Company for the time being; THAT the Directors be and are hereby authorised to deal with the MISC Shares so purchased, at their discretion, in the following manner: (i) cancel the MISC Shares so purchased; or (ii) retain the MISC Shares so purchased as treasury shares which may be dealt with in accordance with Section 127(7) of the Act; or (iii) retain part of the MISC Shares so purchased as treasury shares and cancel the remainder of the MISC Shares, or in any other manner as may be prescribed by the Act, all applicable laws, regulations and guidelines applied from time to time by Bursa Securities and/or any other relevant authority for the time being in force and that the authority to deal with the purchased MISC Shares shall continue to be valid until all the purchased MISC Shares have been dealt with by the Directors of the Company; THAT the authority conferred by this resolution shall be effective immediately upon the passing of this resolution and shall continue to be in force until the earlier of: (i) the conclusion of the Fifty-Second Annual General Meeting of MISC (“52 nd AGM”); or (ii) the expiration of the period within which the 52 nd AGM is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by the shareholders of MISC in a general meeting. AND THAT the Directors of the Company be and are hereby authorised and empowered to do all acts and things and to take all such steps as necessary or expedient (including opening and maintaining a Central Depository System account) and to enter into and execute, on behalf of the Company, any instrument, agreement and/or arrangement with any person, and with full power to assent to any condition, modification, variation and/or amendment as may be imposed by Bursa Securities or any relevant regulatory authority, and/ or as may be required in the best interest of the Company and to take all such steps as the Directors may deem fit, necessary and expedient in the best interest of the Company in order to implement, finalise and give full effect to the purchase by the Company of its own shares.” 6. To transact any other business for which due notice has been given. By Order of the Board Ausmal Kardin (LS 0009383) Noridah Khamis (LS 0010240) Company Secretaries 27 March 2020 Kuala Lumpur ANNUAL GENERAL MEETING MISC BERHAD PEOPLE. PASSION. POSSIBILITIES ANNUAL REPORT 2019 404 405