DESTINI Annual Report 2019

EXPLANATORY NOTES 1. Audited Financial Statements for the Financial Year Ended 31 December 2019 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 3 : 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 the conclusion of the 16th AGM until the next Annual General Meeting of the Company. 3. Ordinary Resolution 5: Authority to Allot Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 The Ordinary Resolution 5 proposed under item 5 of the Agenda, is to seek a general mandate to empower the Directors of the Company pursuant to Sections 75 and 76 of the Act. The Company had at its Fifteenth (15th) Annual General Meeting held on 28 May 2019, obtained a general mandate pursuant to Sections 75 and 76 of the Act from its shareholders, to empower the Directors to issue and allot shares in the Company to such persons, at any time, and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares to be issued does not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) at any point of time (“10% General Mandate”). 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 Fifteenth (15th) Annual General Meeting held on 28 May 2019 and which will lapse at the conclusion of the Sixteenth (16th) Annual General Meeting. Due to the pandemic COVID-19 and Extended Movement Control Order (“MCO”), Bursa Securities has via their letter dated 16 April 2020 granted several Additional Temporary Relief Measures to listed corporations for COVID-19, amongst others, an increase in general mandate limit for new issues of securities to not more than 20% of the total number of issued shares of the Company for the time being (“20% General Mandate”). Pursuant to the 20% General Mandate, Bursa Securities has also mandated that the 20% General Mandate may be utilised by a listed corporation to issue new securities until 31 December 2021 and thereafter, the 10% General Mandate will be reinstated (“Extended Utilisation Period”). Having considered the current economic climate arising from the global Covid-19 pandemic and future financial needs of the Group, the Board would like to procure approval for the 20% General Mandate, inclusive of the Extended Utilisation Period, pursuant to Section 76(4) of the Act, from its shareholders at the Sixteenth (16th) Annual General Meeting of the Company. The Board is of the opinion that this 20% General Mandate is in the best interest of the Company and its shareholders. The 20% 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 its business plans, future investment project(s), working capital and/or acquisitions. The 20% General Mandate, unless revoked or varied by the Company in general meeting, will expire at the end of the Extended Utilisation Period, i.e. by 31 December 2021. 4. Ordinary Resolution 6: Proposed Renewal of Share Buy-Back Authority for the Purchase of Its Own Ordinary Shares The Ordinary Resolution 6, if passed, will renew the authority given to the Directors of the Company to purchase Company’s shares of up to 10% of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the total amount of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of purchase of the Proposed Share Buy-Back. The Company has not purchased any of its own shares since obtaining the said mandate from its shareholders at the last Fifteenth (15th) Annual General Meeting held on 28 May 2019. Further information on the proposed renewal of authority to purchase its own shares is set out in the Circular to Shareholders dated 30 June 2020 which is dispatched together with the Company’s Annual Report 2019. ANNUAL REPORT 2019 211