181 FINANCIAL STATEMENTS & OTHERS ENRA GROUP BERHAD ANNUAL REPORT 2023 3. Non-Executive Directors’ (“NEDs”) Remuneration (a) At the 30th AGM of the Company held on 27 September 2022, the shareholders approved the payment of Directors’ fees and benefits (meeting allowance) to the NEDs up to RM500,000 for the period from the conclusion of the 30th AGM until the conclusion of the 31st AGM. (b) Ordinary Resolution No. 3 is to seek shareholders’ approval for the Directors’ fees and benefits payable to the NEDs for the period commencing from the conclusion of this AGM until the next Annual General Meeting of the Company. The proposed amount of RM550,000.00 is computed based on the approved remuneration policy for NEDs, the anticipated number of meetings, the assumption that an additional director may be appointed and all NEDs will remain in office until the 32nd AGM, with full attendance at all relevant meetings. The fees and meeting allowances will be paid to the NEDs upon completion of service on a quarterly basis. Any NEDs who are shareholders of the Company will abstain from voting on Ordinary Resolution No. 3 at the 31st AGM. Details of the Directors’ fees and benefits paid to the NEDs for the financial year ended 31 March 2023 are published in the Corporate Governance Report which is available on the Company’s corporate website at www.enra.my. 4. Re-appointment of Auditors The Audit, Risk Management and Sustainability Committee (“ARMSC”) was satisfied that, based on the annual assessment conducted, Messrs BDO PLT meets the criteria as prescribed under Paragraph 15.21 of the Main Market Listing Requirements. The Board at its meeting held on 21 June 2023 agreed with the recommendation from the ARMSC for shareholders’ approval to be sought at the 31st AGM on the re-appointment of Messrs BDO PLT as external auditors of the Company for the financial year ending 31 March 2024. EXPLANATORY NOTES ON SPECIAL BUSINESS: 5. Authority to Issue Shares pursuant to the Act The proposed adoption of Ordinary Resolution No. 5 is for the purpose of waiving the statutory pre-emptive rights of shareholders of the Company (“Waiver of Pre-Emptive Rights”) and granting a renewed general mandate (“General Mandate”) and empowering the Directors of the Company, pursuant to the Act, to issue and allot new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the General Mandate does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being. The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company. The Waiver of Pre-Emptive Rights will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer the new shares to all existing shareholders of the Company prior to issuance of new shares in the Company under the General Mandate. The General Mandate will provide flexibility to the Company for allotment of shares for any possible fundraising activities, including but not limited to placement of shares for the purpose of funding future investment project(s), working capital and/or acquisition(s). As at the date of this Notice, there were no new shares issued pursuant to the mandate granted to the Directors of the Company at the 30th AGM held on 27 September 2022 and which will lapse at the conclusion of the 31st AGM. Notice Of Annual General Meeting (Cont’d)
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