Dagang NeXchange Berhad Annual Report 2022

of the Company. Where an authorised nominee appoints more than one (1) proxy, the appointment shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy. 6. Where a member is an exempt authorised nominee (“EAN”) as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of each omnibus account it holds. EAN is advised to list down the name of proxies and the particulars of their NRIC No. (both new and old) and attach it to the Form of Proxy. 7. The instrument appointing either a proxy, a power of attorney or other authorities, where it is signed or certified by a notary as a true copy shall be deposited at the office of the Poll Administrator, Mega Corporate Services Sdn. Bhd. at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia or email to AGM-support.DNEX@megacorp.com.my not less than forty eight (48) hours before the time appointed for holding the 52nd AGM (no later than Sunday, 4 December 2022 at 10.00 a.m.) or at any adjournment thereof, and in default the instrument of proxy shall not be treated as valid. 8. The Form of Proxy, if submitted by a member, will not preclude that member from attending, participating and voting in person at the 52nd AGM should the member subsequently decide to do so. 9. For the purpose of determining whether a member is entitled to attend, participate and vote at the 52nd AGM, the Company shall be requesting the Record of Depositors as at 29 November 2022. Only depositors whose names appear in the Record of Depositors as at 29 November 2022 shall be entitled to attend, participate and vote at the 52nd AGM or appoint proxy/proxies on his/her behalf. 10. Pursuant to paragraph 8.29A(1) of the MMLR of Bursa Securities, voting at the 52nd AGM will be conducted by poll. 11. EXPLANATORY NOTES ON ORDINARY BUSINESS (i) Audited Financial Statements for the financial year ended 30 June 2022 The audited financial statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for discussion only under Agenda 1. They do not require shareholders’ approval and hence, will not be put for voting. (ii) Re-election of Directors who retire in accordance with Rule 131 and Rule 116 of the Company’s Constitution Rule 131 of the Company’s Constitution provides that an election of Directors shall take place each year. At each annual general meeting one-third 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, shall retire from office PROVIDED ALWAYS that all Directors including the Managing Director and Executive Directors shall retire from office once at least in each three (3) years as required by the MMLR but shall be eligible for re-election. With the current Board size, two (2) Directors are to retire in accordance with Rule 131 of the Company’s Constitution. The shareholders’ approval is sought under Ordinary Resolutions 1 and 2. Rule 116 of the Company’s Constitution provides that where a person has been appointed as Director either to fill a casual vacancy or as an additional Director, he shall hold office only until the next annual general meeting and shall then be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting. The Nomination and Remuneration Committee (“NRC”) and the Board have considered the assessment of the retiring Directors and collectively agree that they meet the criteria of character, experience, integrity, competence and time commitment to effectively discharge their respective roles as Directors, as prescribed by paragraph 2.20A of the MMLR. The Board, through the NRC had carried out an assessment of the independence of Tun Noor Shahya Tun Abdul Razak, Chandramohan Subramaniam and Zalina Shaher pursuant to the criteria as prescribed by the MMLR and Malaysian Code on Corporate Governance and are satisfied that they meet the criteria for independence. Tun Noor Shahya Tun Abdul Razak, Chandramohan Subramaniam and Zalina Shaher were appointed as Directors of the Company on 6 December 2021, 1 March 2022 and 18 March 2022, respectively and does not exceed the tenure of nine (9) years. DAGANG NeXCHANGE BERHAD 324 NOTICE OF 52ND ANNUAL GENERAL MEETING

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