11. PROPOSED ALLOCATION OF EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) OPTIONS (CONTINUED) Provided always that: (a) he/she must not participate in the deliberation and/or discussion of his/her own allocation; (b) not more than 10% of the total number of new DNeX Shares to be issued under the ESOS would be allocated to any one of the abovementioned persons who, either individually or collectively through persons connected to him/her, holds 20% or more of the total number of issued shares of the Company; and (c) the allocation of ESOS Options to the abovementioned persons shall be subject always to such terms and conditions and/or any adjustments which may be made in accordance with the provisions of the ESOS By-Laws, the MMLR, or any prevailing guidelines issued by Bursa Securities, as amended from time to time. THAT pursuant to Section 85 of the Companies Act 2016 to be read together with Rule 76 of the Constitution of the Company, approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company to be offered new DNeX Shares ranking equally to the existing issued DNeX Shares arising from any issuance of new DNeX Shares pursuant to the ESOS. AND THAT the Directors are also authorised to allot and issue the corresponding number of new DNeX Shares arising from the exercise of the ESOS options that may be granted to him/her under the ESOS.” 12. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 and the Company’s Constitution. BY ORDER OF THE BOARD Chin Wai Yi (MAICSA 7069783) (SSM Practicing Certificate No. 202008004409) Keh Ching Tyng (MAICSA 7050134) (SSM Practicing Certificate No. 202008002616) Company Secretaries Kuala Lumpur 31 October 2022 NOTES: 1. The 52nd AGM of the Company will be conducted virtually from the broadcast venue at the Multipurpose Hall, Level 3A, Dagang Net Tower, Block 10 (A&B) Corporate Park, Star Central, Lingkaran Cyberpoint Timur, Cyber 12, 63000 Cyberjaya, Selangor, Malaysia. Please refer to the Administrative Notes for the procedures to register, participate and vote remotely through the remote participation and electronic voting facilities. 2. A member entitled to attend and vote at the meeting is entitled to appoint proxy/proxies to attend, participate, speak and vote in his/her stead. A proxy may but need not be a member of the Company. 3. In the case of corporate member, the instrument appointing a proxy (“Form of Proxy”) shall be either (a) under its Common Seal or (b) under the hand of duly authorised officer or attorney and in the case of (b), be supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney. 4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless the member specifies the proportion of his/her shareholding to be represented by each proxy. 5. Where a member is an authorised nominee, as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds which is credited with ordinary shares 323 DNeX INTEGRATED REPORT 2022
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