SECTION 05 : FINANCIAL STATEMENTS & OTHERS 190 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 23 June 2026 agreed with the recommendation from the ARMSC for shareholders’ approval to be sought at the 34th AGM on the re-appointment of Messrs BDO PLT as external auditors of the Company for the financial year ending 31 March 2027. 4. Proposed Renewal of Authority under Sections 75 and 76 of the Companies Act 2016 (“the Act”) for the Directors to Issue and Allot Shares 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 34th AGM, there were no new shares issued pursuant to the mandate granted to the Directors of the Company at the 33rd AGM held on 25 September 2025 and which will lapse at the conclusion of the 34th 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 29 July 2026. 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, and Tan Sri Dato’ Seri Shamsul Azhar bin Abbas was appointed as an Independent Non-Executive Director of the Company on 15 June 2015. Therefore, Datuk Ali bin Abdul Kadir and Tan Sri Dato’ Seri Shamsul Azhar bin Abbas 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 34th AGM, to enable Datuk Ali bin Abdul Kadir and Tan Sri Dato’ Seri Shamsul Azhar bin Abbas to continue in office as Independent Non-Executive Directors.
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