180 FINANCIAL STATEMENTS & OTHERS ENRA GROUP BERHAD ANNUAL REPORT 2023 6. The instrument appointing a proxy or representative and the duly registered power of attorney or other authority, if any, shall be in writing under the hand of the appointor or his attorney duly appointed under a Power of Attorney, if such appointor is a corporation, either under its seal or under the hand of an officer or attorney duly appointed under a Power of Attorney. 7. The instrument appointing a proxy may be made via hardcopy or by electronic means in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the 31st AGM or at any adjournment thereof : (i) In hardcopy form The proxy form must be completed, signed and deposited with the Poll Administrator, SS E Solutions Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia. (ii) By electronic means The proxy form shall be electronically submitted at https://sshsb.net.my/ or by fax to +603 2094 9940 or by email to eservices@sshsb.com.my. Please refer to the Administrative Guide for the procedures on electronic lodgement of Form of Proxy. EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. Audited Financial Statements Agenda item no. 1 is meant for discussion only pursuant to Section 340(1)(a) of the Companies Act, 2016 and will not be put forward for voting. 2. Re-election of Directors who retire pursuant to Article 18.3 of the Company’s Constitution Article 18.3 provides that at least one-third (1/3) of the Directors for the time being, shall retire from office and be eligible for re-election. Tan Sri Dato’ Seri Shamsul Azhar bin Abbas and Tan Sri Dato’ Kamaluddin bin Abdullah being eligible, have offered themselves for re-election at this AGM. The Board Nomination and Remuneration Committee (“BNRC”) has assessed the performance and contribution of the retiring Directors, as well as the independence of the Independent Director seeking for re-election at the 31st AGM inclusive of their skills, experience, character, integrity, competency, commitment and contribution. Based on the findings of the Board and Board Committee Evaluation for the financial year ended 31 March 2023, the performance and contribution of the retiring Directors were found to be satisfactory and they are competent and able to discharge their fiduciary duties as Directors of the Company. BNRC is also satisfied that the retiring Directors meet the fit and proper criteria as set out in the Directors’ Fit and Proper Policy. The retiring Senior Independent Non-Executive Director, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas also complied and satisfied the independence criteria as required by the MMLR of Bursa Securities. Based on the above, the Board had endorsed the recommendation of the BNRC to seek the shareholders’ approval for the re-election of the retiring Directors. All Directors standing for re-election have abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant BNRC and Board Meetings. The profiles of Directors seeking for re-elections at the 31st AGM are detailed in the Profile of the Board of Directors in the Company’s Annual Report 2023. Notice Of Annual General Meeting (Cont’d)
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