5 Annual Report 2025 Explanatory Notes: Item 1 of the Agenda - Audited Financial Statements for the financial year ended 30 June 2025 This item of the Agenda is for discussion purposes only, as Section 340(1)(a) of the Companies Act 2016 does not require the shareholders to formally approve the Audited Financial Statements. Therefore, this item will not be put forward for voting. Ordinary Resolutions 2 & 3: Re-election of Directors who retire by rotation pursuant to Clause 105 of the Company’s Constitution Clause 105 of the Company’s Constitution states that an election of Directors shall take place each year at the annual general meeting of the Company, where 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 and be eligible for re-election, PROVIDED ALWAYS that Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of meeting at which he retires. Dato’ Sri Ismail bin Ahmad and Elisa Tan Mun-E are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election. For the purpose of determining the eligibility of the Directors to stand for re-election at the 23rd AGM, the Nomination Committee has considered and recommended Dato’ Sri Ismail bin Ahmad and Elisa Tan Mun-E for re-election as Directors pursuant to Clause 105 of the Company’s Constitution. Ordinary Resolution 6 : Authority to allot and issue shares in general pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 6 is the renewal of the mandate obtained from the members at the last Annual General Meeting held on 5 December 2024 (“the Previous Mandate”). The Previous Mandate was not utilised and accordingly no proceeds were raised. The proposed Ordinary Resolution 6, if passed, will provide flexibility to the Directors to undertake fund raising activities, including but not limited to placement of shares for the funding of the Company’s future investments projects, working capital and/or acquisitions, by the issuance of shares in the Company to such persons at any time, as the Directors may deem fit, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at the conclusion of next Annual General Meeting of the Company. Ordinary Resolution 7 : Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 7 if passed, will allow the Directors of the Company to exercise the power of the Company to purchase not more than ten percent (10%) of the total number of issued shares of the Company at any time within the time period stipulated in the Listing Requirements. This authority, unless revoked or varied by the Company at a general meeting, shall continue to be in full force until the conclusion of the next AGM of the Company. Further details are set out in the Statement to Shareholders dated 31 October 2025. Special Resolution 1 : Proposed Amendments to the Constitution of the Company The proposed amendments to the existing Clause of the Constitution of the Company (“Proposed Amendments”) are made mainly to have express constitutional provisions to allow the appointment of proxy(ies) and/or representative(s) to attend, speak and vote at any general meeting/meeting of members of the Company and/or any adjournment thereof to be lodged via electronic means, to enhance administrative efficiency. The shareholders’ approval is being sought under a Special Resolution 1 for the Company to incorporate the Proposed Amendments into its existing Constitution. The Proposed Amendments to be made to the Constitution are listed as per Appendix A, which is circulated together with the Notice of 23rd AGM dated 31 October 2025. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING No notice of nomination has been received to date from any member nominating any individual for election as a Director at the AGM of the Company. There is therefore no individual standing for election as Director, save for the above Directors who are standing for re-election. Further details of Directors standing for re-election as Directors are set out in their respective profiles which appear in the Board of Directors’ Profile of this Annual Report and the details of their interests in the securities of the Company are disclosed in the Analysis of Shareholdings of this Annual Report. Please refer to Explanatory Note 1 for information relating to general mandate for issue of securities. NOTICE OF ANNUAL GENERAL MEETING
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