214 SECTION 05 : FINANCIAL STATEMENTS & OTHERS Notice Of Annual General Meeting (Cont’d) 3. Re-appointment of Auditors The Audit, Risk Management and Sustainability Committee (“ARMSC”) was satisfied that, based on the annual assessment conducted, Messrs BDO PLT meets the criteria as prescribed under Paragraph 15.21 of the Main Market Listing Requirements. The Board at its meeting held on 15 July 2025 agreed with the recommendation from the ARMSC for shareholders’ approval to be sought at the 33rd AGM on the re-appointment of Messrs BDO PLT as external auditors of the Company for the financial year ending 31 March 2026. 4. Authority to Issue Shares pursuant to the Act The proposed Ordinary Resolution No. 5 is for the purpose of waiving the statutory pre-emptive rights of shareholders of the Company (“Waiver of Pre-Emptive Rights”) and granting a renewed general mandate (“General Mandate”) and empowering the Directors of the Company, pursuant to the Act, 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 per centum (10%) of the total number of issued shares of the Company for the time being. The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company. The General Mandate will provide flexibility to the Company for allotment of shares for any possible fundraising activities, including but not limited to placement of shares for the purpose of funding future investment project(s), working capital and/or acquisition(s). The General Mandate aims to empower the Company to issue new securities without convening separate general meetings to obtain its shareholders’ approval, thus minimising additional costs and time expenditures. The Waiver of Pre-Emptive Rights will allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer the new shares to all existing shareholders of the Company prior to issuance of new shares in the Company under the General Mandate. As at the date of this Notice of 33rd AGM, there were no new shares issued pursuant to the mandate granted to the Directors of the Company at the 32nd AGM held on 24 September 2024 and which will lapse at the conclusion of the 33rd AGM. 5. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Renewal of Shareholders’ Mandate”) The proposed Ordinary Resolution 6, if passed, will enable the Company and/or its subsidiary companies to enter into recurrent transactions involving the interests of the related parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business on terms not favourable than those generally available to the public and are not detrimental to the minority shareholders of the Company. Details on the Proposed Renewal of Shareholders’ Mandate is set out in the Circular to Shareholders dated 30 July 2025. 6. Retention of Independent Non-Executive Directors Datuk Ali bin Abdul Kadir was appointed as an Independent Non-Executive Chairman of the Company on 1 June 2015, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas was appointed as an Independent Non-Executive Director of the Company on 15 June 2015 and Dato’ Wee Yiaw Hin was appointed as an Independent NonExecutive Director of the Company on 24 August 2016. Therefore, Datuk Ali bin Abdul Kadir, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas and Dato’ Wee Yiaw Hin have served the Board for a cumulative term of more than nine (9) years. In accordance with the Malaysian Code on Corporate Governance 2021, prior approval should be obtained from the shareholders at the 33rd AGM, to enable Datuk Ali bin Abdul Kadir, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas and Dato’ Wee Yiaw Hin to continue in office as Independent Non-Executive Directors.
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