205 ANNUAL REPORT 2024 EXPLANATORY NOTES ON ORDINARY BUSINESS 1. Item 1 of the Agenda - Audited Financial Statements for the financial year ended 31 December 2024 The Audited Financial Statements is meant for discussion only as an approval from shareholders is not required pursuant to the provision of Section 340(1)(a) of the Companies Act 2016. Hence, this item on the Agenda will not put forward for voting by shareholders of the Company. 2. Ordinary Resolutions 1 and 2 - Payment of Directors’ Fees and Other Benefits Pursuant to Section 230(1) of the Companies Act 2016, the fees of the directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. The Proposed Ordinary Resolution 1 is to facilitate payment of Directors’ fees from the day after the 4th AGM until the next AGM of the Company to be held in 2026. The Proposed Ordinary Resolution 2 is to facilitate payment of Directors’ benefit from the day after the 4th AGM until the next AGM of the Company to be held in 2026. In the event the proposed amounts of Directors’ fees and other benefits are insufficient (e.g. due to enlarged Board size or more meetings), approval will be sought at the next AGM for the shortfall. 3. Ordinary Resolutions 3 and 4 - Re-election of Directors pursuant to Clause 76(3) of the Company’s Constitution Dato’ Kee Chit Huei and Puan Julannar Binti Abd Kadir will retire at the 4th AGM pursuant to Clause 76(3) of the Company’s Constitution. All of them are standing for re-election by rotation as Directors of the Company and being eligible, have offered themselves for re-election at the 4th AGM. Pursuant to Practice 5.7 of the Malaysian Code on Corporate Governance (“MCCG”), the profiles of the two (2) Directors are set out in the Directors’ profile of the Annual Report 2024. The Board has through the Nominating Committee (“NC”), considered the assessment of the said Directors pursuant to the Fit and Proper Policy adopted by the Company and agreed that they met the criteria as prescribed by Paragraph 2.20A of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) on character, experience, integrity, competence and time commitment to effectively discharge their roles as Directors. The Board collectively agreed that the Directors had met the criteria as prescribed under Paragraph 2.20A of the Listing Requirements of Bursa Securities as mentioned above and recommended the said Directors be re-elected as Directors of the Company. 4. Ordinary Resolution 5 - Re-appointment of Auditors The Board has through the Audit and Risk Management Committee (“ARMC”), considered the reappointment of Crowe Malaysia PLT as Auditors of the Company. The factors considered by the ARMC in making the recommendation to the Board to table the re-appointment of Crowe Malaysia PLT at the forthcoming AGM, included an assessment of the Auditors’ independence and objectivity, calibre and quality process/ performance. NOTICE OF ANNUAL GENERAL MEETING (cont’d)
RkJQdWJsaXNoZXIy NDgzMzc=