EXPLANATORY NOTES 1. Audited Financial Statements for the Financial Year Ended 31 December 2021 TheAgendaNo. 1 ismeant for discussiononlyasSection340(1) (a) of theCompaniesAct, 2016provide that theaudited 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 No. 1 & 2 : Re-election of Directors who retire by rotation in accordance with Clause 115(1) of the Company’s Constitution Clause 115(1) of the Company’s Constitution provides that an election of Directors shall take place each year at the annual general Rotation and meeting of the Company, where one-third (1/3) of the Directors for the time Retirement of being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office and be eligible for re- election, PROVIDED ALWAYS that Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires. Dato’ Rozabil @ Rozamujib Bin Abdul Rahman and Dato’ Che Sulaiman Bin Shapie are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election. For the purpose of determining the eligibility of the Directors to stand for re-election at the 18th AGM, the Nomination and Remuneration Committee (“NRC”) has considered and recommended Dato’ Rozabil @ Rozamujib Bin Abdul Rahman and Dato’ Che Sulaiman Bin Shapie for re-election pursuant to Clause 115(1) of the Company’s Constitution. 3. 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 18th AGM until the next Annual General Meeting of the Company. 4. Ordinary Resolution 5 : Authority to Allot Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 5, if passed, is a general mandate to empower the Directors to issue and allot shares up to an amount not exceeding 20%of the total number of issued share of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. Bursa Securities has via their letter dated 23 December 2021 granted an extension to the temporary relief measures to listed corporations, 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 2022 and thereafter, the 10% general mandate will be reinstated. NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING 234 DESTINI BERHAD • ANNUAL REPORT 2021
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