EXPLANATORY NOTES 1. Audited Financial Statements for the Financial Year Ended 31 December 2022 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 No. 1 & 2: Re-election of Directors who retire by rotation in accordance with Clause 115(1) and 125 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 onethird (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. Clause 125 of the Company’s Constitution provides that the directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed in accordance with the Constitution. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. Encik Abdul Rahman Bin Mohamed Rejab and Dr Nurwahida Binti Mohd Yaakub 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 19th AGM, the Nomination and Remuneration Committee (“NRC”) has considered and recommended Encik Abdul Rahman Bin Mohamed Rejab and Dr Nurwahida Binti Mohd Yaakub for re-election pursuant to Clause 115(1) and Clause 125 of the Company’s Constitution respectively. 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 19th 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 10% 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. After having considered all aspects of the 10% General Mandate, the Board is of the opinion that the adoption of the 10% 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 18th AGM held on held on 21 June 2022 and which will be lapse at the conclusion of the 19th AGM. 5. Ordinary Resolution 6: Proposed Renewal of Share BuyBack 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 BuyBack. The Company has not purchased any of its own shares since obtaining the said mandate from its shareholders at the last Eighteenth (18th) Annual General Meeting held on 21 June 2022. Further information on the proposed renewal of authority to purchase its own shares is set out in the Circular to Shareholders dated 28 April 2023. 234 ANNUAL REPORT 2022 DESTINI BERHAD
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