EXPLANATORY NOTES 1. Audited Financial Statements for the Financial Year Ended 30 June 2025 A genda No. 1 is meant for discussion only as Section 340(1) (a) of the Act provides that the audited financial statements are to be laid in the general meeting and do not require formal approval of the shareholders. Hence, this Agenda item is not put forward for voting. 2. O rdinary 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 C lause 115(1) of the Company’s Constitution provides that an election of Directors shall take place each year at the annual general meeting of the Company, where one-third (1/3) of the Directors for the time 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. C lause 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. P uan Norashikin Binti Mat Yusof and Dato' Bahudin Bin Mansor are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election. F or the purpose of determining the eligibility of the Directors to stand for re-election at the 21st AGM, the Nomination and Remuneration Committee (“NRC”) has considered and recommended Puan Norashikin Binti Mat Yusof for reelection pursuant to Clause 125 of the Company’s Constitution. NRC has considered and recommended Dato' Bahudin Bin Mansor 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 S ection 230(1) of the Act stipulates, amongst others, that the fees and benefits payable to the Directors of listed companies and its subsidiaries shall be approved at a general meeting. T he NRC at its meeting on 29 October 2025 undertook a review of the fees for Non-Executive Directors and their respective Board Committees. 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 21st AGM until the next Annual General Meeting of the Company. T he Board had agreed that the shareholders’ approval shall be sought at the Company’s 21st AGM on the Directors’ fees and benefits payable for the period from 2 December 2025 until the conclusion of the next AGM of the Company. A s regards the Directors’ fee for its subsidiaries, approval will be sought at the respective companies’ members’ meeting and will not be consolidated at the Company’s level. NOTICE OF TWENTY FIRST (21ST) ANNUAL GENERAL MEETING DESTINI BERHAD ANNUAL REPORT 2025 244
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