Explanatory Notes on Ordinary and Special Businesses: 1. Item 1 of the Agenda Agenda item 1 is meant for discussion only as the provisions of Section 340 of the Companies Act 2016 do not require formal approval of shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting. 2. Items 2 and 3 of the Agenda The Nomination and Remuneration Committee (“NRC”) have considered the performance and contribution of each of the retiring Directors and have also assessed the independence of the Independent Non-Executive Directors seeking for re-election. Based on the results of the Board Evaluation conducted for the financial year ended 31 December 2024, the performance of each of the retiring Directors was found to be satisfactory. In addition, each of the retiring Directors had provided their annual declaration/confirmation on their fitness and propriety as well as independence, where applicable. Based on the recommendation of the NRC, the Board supports the re-election of the Directors based on the following justifications: Dr. Chen, Wei-Ming Dr. Chen, Wei-Ming has experience in the semiconductor industry, and the Board believes his extensive experience is hugely beneficial to the Company. He remains objective in expressing his views and participating in the Board’s deliberations and decision-making process. Dr. Chen, Wei-Ming has exercised due care and carried out his professional duties proficiently during his tenure as a Non-Independent Non-Executive Director of the Company. Chandramohan Chandramohan Subramaniam has more than 40 years of experience in the medical device and Subramaniam semiconductor industry, and the Board believes his extensive experience is hugely beneficial to the Company. He fulfils the independence requirements set out in the MMLR of Bursa Securities. He remains objective and independent in expressing his views and participating in the Board’s deliberations and decision-making process. Chandramohan Subramaniam has exercised due care and carried out his professional duties proficiently as an Independent Non-Executive Director of the Company. Haslinda bt Hussein Haslinda bt Hussein has over 25 years of experience in finance related functions involving financial modelling and corporate exercise management. She fulfils the independence requirements set out in the MMLR of Bursa Securities. She remains objective and independent in expressing her views and participating in the Board’s deliberations and decision-making process. Haslinda bt Hussein has exercised her due care and carried out her professional duties proficiently during her tenure as an Independent Non-Executive Director of the Company. 3. Item 4 of the Agenda Pursuant to subsection 230(1) of the Companies Act 2016, the fees of the directors and any benefits payable to the directors, including any compensation for loss of employment for a director or former director of a public or listed company and its subsidiaries, shall be approved at a general meeting. The fees and benefits structure of the Non-Executive Directors of the Company are as follows: - Monthly fixed fees for duties as Chair/Directors; - Monthly fixed fees for duties as Board Committees Chair/Members; and - Medical and insurance coverage and other claimable benefits payable. 220 Shareholders’ Information DAGANG NeXCHANGE BERHAD Integrated Report 2024 NOTICE OF FIFTY-FOURTH ANNUAL GENERAL MEETING
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