ANNUAL REPORT 2026 ENRA GROUP BERHAD 189 Notice of Annual General Meeting (Cont’d) EXPLANATORY NOTE A This Agenda item is meant for discussion only pursuant to Section 340(1)(a) of the Companies Act 2016 and will not be put for voting. EXPLANATORY NOTES TO ORDINARY AND SPECIAL BUSINESS: 1. Re-election of Directors who retire pursuant to Article 18.3 of the Company’s Constitution Tunku Afwida binti Tunku Abdul Malek and Tan Sri Dato’ Kamaluddin bin Abdullah, who retire by rotation in accordance with Article 18.3 of the Company’s Constitution, are eligible for re-election and hence, they have offered themselves for re-election at the 34th AGM. For the purpose of determining the eligibility of the Directors to stand for re-election at this 34th AGM, and in line with Practice 5.1 of the Malaysian Code on Corporate Governance 2021, the Board Nomination and Remuneration Committee (“BNRC”) had assessed and reviewed each of the retiring Directors from the annual assessment and evaluation of the Board, Board Committees, Independent Directors and individual Directors for the financial year ended 31 March 2026. Each of the Directors standing for re-election had undergone a performance evaluation and had provided his/ her declaration on his/her fitness and propriety to continue acting as Directors of the Company in accordance with the Directors’ Fit and Proper Policy of the Company. The BNRC had recommended that, the re-election of the retiring Directors to be based on the following: - (i) satisfactory performance and have met Board’s expectation in discharging their duties and responsibilities; (ii) met the fit and proper criteria in discharging their roles as Directors of the Company; (iii) level of independence demonstrated by the Independent Director; and (iv) their ability to act in the best interest of the Company in decision-making. Based on the above, the Board endorsed the BNRC’s recommendation on the re-election of the retiring Directors. The retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant BNRC and Board meetings, where applicable. 2. Directors’ Fees and Benefits Based on the recommendation from the BNRC, the Board approved the proposed Directors’ Fees and Benefits of up to RM600,000 for the period commencing from the conclusion of this AGM until the conclusion of the next AGM for the shareholders’ approval at the forthcoming 34th AGM of the Company. The proposed amount of RM600,000 is computed based on the approved remuneration policy for the NonExecutive Directors, the anticipated number of meetings, the assumption that an additional Director may be appointed and all Directors will remain in office until the 35th AGM, with full attendance at all relevant meetings. Any Non-Executive Directors who are shareholders of the Company will abstain from voting on Ordinary Resolution No. 3 at the 34th AGM. The Executive Director does not receive any fees as Director, but he is remunerated with salary, benefits and other emoluments by virtue of his contract of service or employment which do not require approval by shareholders. In the event that the proposed Directors’ Fees and Benefits payable during the above period exceed the estimated amount sought at the 34th AGM, approval will be sought at the next AGM for additional Directors’ Fees and Benefits to meet the shortfall, prior to the payment is made. Details of the Directors’ fees and benefits paid to the Non-Executive Directors for the financial year ended 31 March 2026 are published in the Corporate Governance Report which is available on the Company’s corporate website at www.enra.my.
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