The Board is of the view that it is just and equitable for the Non-Executive Directors to be paid the Directors’ fees and benefits on a monthly basis and/or as and when they are incurred, particularly after the Directors have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout their tenure as Directors. 12. EXPLANATORY NOTES ON SPECIAL BUSINESS (i) Proposed Continuation in office of Tan Sri Abd Rahman Mamat as Independent Non-Executive Director Practice 5.3 of the Malaysian Code on Corporate Governance provides that shareholders’ approval be sought in the event that the Company intends for an Independent Director who has served in the capacity for more than nine (9) years, to continue to act as Independent Director of the Company. The Directors are recommending to the shareholders for Tan Sri Abd Rahman Mamat who will serve as Independent Non-Executive Director of the Company for a cumulative term of nine (9) years on 12 December 2022 to continue to act as Independent NonExecutive Director of the Company. The Board through the NRC had assessed and endorsed that Tan Sri Abd Rahman Mamat be retained as Independent Non-Executive Director of the Company as he has continued to display high level of integrity and is objective in his judgement and decision-making in the best interest of the Company, shareholders and stakeholders and is able to express unbiased views without any influence. (ii) Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 10 is for the purpose of granting a renewed general mandate (“General Mandate”) and empowering the Directors of the Company, pursuant to Sections 75 and 76 of the Companies Act 2016 to issue and allot new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the General Mandate does not exceed ten percent (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being, for such purposes as the Directors consider will be in the best interest of the Company without convening a general meeting subsequent to the 52nd AGM. The General Mandate, unless revoked or varied by the Company in general meeting will expire at the conclusion of the next Annual General Meeting of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the 51st AGM held on 2 December 2021 and which will lapse at the conclusion of the 52nd AGM. The 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, working capital and/or acquisition. (iii) Proposed allocation of ESOS Options The ESOS was implemented on 6 April 2021 following the shareholders’ approval obtained at the Extraordinary General Meeting of the Company held on 1 April 2021. The proposed Ordinary Resolutions 11, 12, 13, 14, 15 and 16 if passed, will provide flexibility to the Directors to grant ESOS Options to the following Directors to subscribe for new DNeX Shares, subject to the By-Laws of the ESOS: (a) Dato’ Robert Fisher, the Independent Non-Executive Director of the Company; (b) Dr. Chen, Wei-Ming, the Non-Independent Non-Executive Director of the Company; (c) Tun Noor Shahya Tun Abdul Razak, the Independent Non-Executive Director of the Company; (d) Muhammad Radhi Azizan, the Non-Independent Non-Executive Director of the Company; (e) Chandramohan Subramaniam, the Independent Non-Executive Director of the Company; and (f) Zalina Shaher, the Independent Non-Executive Director of the Company. DAGANG NeXCHANGE BERHAD 326 NOTICE OF 52ND ANNUAL GENERAL MEETING
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