DESTINI Annual Report 2018

EXPLANATORY NOTES 1. Audited Financial Statements for the Financial Year Ended 31 December 2018 The Agenda No. 1 is meant for discussion only as Section 340(1) (a) of the Companies Act, 2016 provide that the audited financial statements are to be laid in the general meeting and do not require a formal approval of the shareholders. Hence, this Agenda item is not put forward for voting. 2. Ordinary Resolution 4 : To Approve the Payment of Directors’ Fees and Other Benefits Payable The Directors’ benefits payable comprises of meeting attendance allowances and other claimable benefits. In determining the estimated total amount of Directors’ benefits, the Board has considered various factors, among others, the estimated claimable benefits and estimated number of meetings for the Board and Board Committees held for the period commencing from 30 May 2018 until the conclusion of the next AGM of the Company. 3. Ordinary Resolution 6: Authority to Allot Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 The Ordinary Resolution 6, if passed, is a renewal of general mandate to empower the Directors to issue and allot shares up to an amount not exceeding 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company at a General Meeting, will expire at the next AGM. The general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s) workings capital and/or acquisitions at any time without convening a general meeting as it would be both costs and time consuming to organise a general meeting. As at the date of this Notice, no new shares in the Company were issued pursuant to the general mandate granted to the Directors at the Fourteenth (14th) AGM held on 30 May 2018 and which will lapse at the conclusion of the Fifteenth (15h) AGM. 4. Ordinary Resolution 7: Proposed Renewal of Share Buy-Back Authority for the Purchase of Its Own Ordinary Shares (“Proposed Share Buy- Back”) For Resolution 7, further information on the Proposed Share Buy-Back is set out in the Circular dated 30 April 2019 which is sent out together with the Company’s 2018 Annual Report. 5. Special Resolution 1: Proposed Alteration of Existing Memorandum and Articles of Association in its Entirety and Substituting with a New Constitution of the Company (“Proposed Alteration”) The proposed alteration of the existing Memorandum and Articles of Association of the Company in its entirety and to substitute the same with a new Constitution of the Company are made mainly for the purpose to streamline and be aligned with the Companies Act, 2016 which came into force on 31 January 2017. It is also to provide clarity to certain provisions of the new Constitution, ensure consistency in cross references as well as use of defined terms and to correct typographical error, if any. Further information on the Proposed Alteration is set out in the Circular dated 30 April 2019 which is sent out together with the Company’s 2018 Annual Report. DESTINI BERHAD ANNUAL REPORT 2018 213