221 Shareholders’ Information DAGANG NeXCHANGE BERHAD Integrated Report 2024 NOTICE OF FIFTY-FOURTH ANNUAL GENERAL MEETING The Directors’ fees and benefits payable for the Non-Executive Directors for the period from 27 June 2025 until the conclusion of the next Annual General Meeting of the Company (“Mandate Period”) are estimated not to exceed RM4,000,000. This estimate assumes that the number of eligible Non-Executive Directors will remain unchanged until the next Annual General Meeting. This resolution is intended to facilitate the payment of the Directors’ fees and benefits during the Mandate Period. The Board will seek shareholders’ approval at the next Annual General Meeting if the Directors’ fees and benefits proposed are insufficient. Detailed breakdowns of Directors’ remuneration for the financial year ended 31 December 2024 are disclosed in the Integrated Report 2024 and Corporate Governance Report 2024, both accessible to the public on the Company’s website. In determining the estimated total amount of Directors’ fees and benefits for the Directors, the Board has considered various factors, including the number of scheduled and special meetings for the Board, Board Committees and Boards of the Company’s subsidiaries and the number of Non-Executive Directors involved in these meetings based on the current number of Directors as well as inclusion of provisional sum as a contingency for future appointment of Directors on the Boards of the Company’s subsidiaries and increase in the number of Board and Board Committees meetings. The Board is of the view that it is just and equitable for the 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. 4. Item 6 of the Agenda Ordinary Resolution 6, proposed under item 6 of the Agenda, seeks the shareholders’ approval for a new general mandate for the issuance of shares by the Company under Sections 75 and 76 of the Companies Act 2016. The mandate, if passed, will provide flexibility for the Company and empower the Directors to allot and issue new shares speedily in the Company up to an amount not exceeding in total ten per centum (10%) of the issued share capital of the Company to fund the working capital or strategic development of the Group. This would eliminate any delay arising from the cost involved in convening a general meeting to obtain the shareholders’ approval for such issuance of shares. Unless revoked or varied by the Company at a general meeting, this authority will expire at the next Annual General Meeting of the Company. The waiver of pre-emptive rights pursuant to Section 85 of the Companies Act 2016 will allow the Directors of the Company to issue new shares of the Company, which rank equally with the existing issued shares of the Company, to any person without having to offer new shares to all the existing shareholders of the Company prior to issuance of new shares in the Company under the general mandate. 5. Item 7 of the Agenda The ESOS was implemented on 6 April 2021, following the shareholders’ approval obtained at the Company’s Extraordinary General Meeting held on 1 April 2021. The proposed Ordinary Resolution 7, if passed, will provide flexibility to the Directors to grant ESOS Options to Haslinda bt Hussein, the Independent Non-Executive Director of the Company, to subscribe for new Company’s Shares, subject to the ByLaws of the ESOS. 6. Item 8 of the Agenda The name change reflects a new corporate identity of the Company. Please refer to the Circular to Shareholders dated 30 April 2025 for further information.
RkJQdWJsaXNoZXIy NDgzMzc=