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, pursuant to Section 76(4) of the Companies Act, 2016 from its shareholders at the forthcoming 18th AGM of the Company. The 20%General Mandate will provide flexibility to the Company for any possible fundraising activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s) workings 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 31 December 2022. After having considered all aspects of the 20% General Mandate, the Board is of the opinion that the adoption of the 20% General Mandate would be in the best interest of the Company and its shareholders, on the basis that it is the most optimum and cost-efficient method of fundraising for the Company. As at the date of this Notice, no new shares were issued by the Company pursuant to the General Mandate granted to the Directors at the 17th AGMheld on held on 29 June 2021 and which will be lapse at the conclusion of the 18th AGM. 5. 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 Seventeenth (17th) Annual General Meeting held on 29 June 2021. Further information on the proposed renewal of authority to purchase its own shares is set out in the Circular to Shareholders dated 29 April 2022. 6. OrdinaryResolution7: RetentionofProfessorDatinDr SuzanaBinti Sulaiman@MohdSuleimanas an Independent Non-Executive Director Professor Datin Dr Suzana Binti Sulaiman @Mohd Suleiman (“Professor Datin Dr Suzana”) has served as Independent Non-Executive Director of the Company since 8 January 2013. The Board through the NRC has carried out the necessary assessment and recommend that she continue to act as Independent Non-Executive Director of the Company based on the following: a) Professor Datin Dr Suzana is able to exercise independent judgment and act in the best interest of the Company. She has effectively applied her experience and knowledge to discharge her duties and responsibilities as Director of the Company. b) She participates actively and contribute positively during deliberations at board meetings. c) She is in compliance with the relevant criteria and provisions in the Listing Requirements of Bursa Securities on independent directors. Professor Datin Dr Suzana is the Chairperson of Audit Committee and Risk Management Committee and member of NRC. Her profile is set out in the Board of Directors Profile section of the 2021 Annual Report. The Board will be seeking for shareholders’ approval at the 18th AGM to retain her as an Independent Non-Executive Director of the Company via a two- tier voting pursuant to the recommendation of the MCCG 2021. 235 ANNUAL REPORT 2021 • DESTINI BERHAD
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