The Retiring Directors have no conflict of interest or potential conflict of interest with the Company or its subsidiaries and have no family relationship with any Director and/or major shareholder of the Company. The Retiring Directors had provided the fit and proper declarations and the Board had through the Nomination Committee (“NC”) carried out assessment on the Retiring Directors 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 to effectively discharge their role as Directors of the Company. The Board had also through the NC evaluated the independence of the Retiring Directors and agreed that they met the criteria of independence as prescribed in the Listing Requirements of Bursa Securities. The Board (save for the Retiring Directors who have abstained from deliberation on discussions relating to their own re-election) believes that the contribution, commitment, and performance of the Retiring Directors continue to be invaluable and relevant to the long-term sustainable goals and success of the Company and supports their re-election as Directors. 3. Resolution 5 – Declaration of a Single Tier Final Dividend Pursuant to Paragraph 8.26(2) of the Listing Requirements of Bursa Securities, the single tier final dividend, if approved, will be paid no later than three (3) months from the date of shareholders’ approval. 4. Resolution 6 – Non-Executive Directors’ Fees and Benefits Pursuant to Section 230(1) of the Act, the fees of Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. The proposed Directors’ fees and benefits for the period from the 16th AGM until the date of next AGM under Resolution 6 are calculated based on the current Board composition and the estimated number of Board and Committee meetings from the 16th AGM until the date of next AGM. The said Resolution is to allow the Company to make payment of Directors’ fees and benefits to the Non-Executive Directors up till next AGM of the Company. In the event the proposed amount is insufficient (e.g. due to more meetings or appointment of additional Independent Directors), approval will be sought at the next AGM for the shortfall. 5. Resolution 7 – Re-appointment of Auditors The Board had on 3 April 2025, through the Audit and Risk Management Committee (“ARMC”), assessed the suitability, objectivity and independence of the External Auditors, Messrs Ernst & Young PLT and considered the re-appointment of Messrs Ernst & Young PLT as Auditors of the Company in accordance with the External Auditor Policy of the Company. The Board and the ARMC collectively agreed and satisfied that Messrs Ernst & Young PLT has the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements of Bursa Securities. EXPLANATORY NOTES ON SPECIAL BUSINESS 1. Resolution 8 – Authority to Allot Shares The resolution is proposed for the purpose of granting a renewed general mandate (“General Mandate”) and empowering the Directors to allot shares in the Company up to an amount not exceeding in total ten per cent (10%) of the total number of issued shares (excluding treasury shares) of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM or at the expiration of the period within which the next AGM is required to be held, whichever is earlier. NOTICE OF SIXTEENTH (16TH) ANNUAL GENERAL MEETING 086
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