Explanatory Notes on Item 1, 3, 5 and Special Business of the Agenda. Ordinary Business:- 1. Item 1 of the Agenda – Audited Financial Statements This item 1 of the Agenda is meant for discussion only. The provisions of Section 340(1) of the Companies Act 2016 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its AGM. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders. 2. Item 3 of the Agenda – Payment of Directors’ Benefits The Company is seeking shareholders’ approval pursuant to Section 230(1) of the Companies Act 2016 for the payment of the Directors’ Benefits incurred or to be incurred from the date of the 26th AGM until the next annual general meeting of the Company to be held in the year 2024. The Directors’ Benefits payable to the Directors comprise meeting allowances, club memberships, leave passages and allocations of incentive payouts for the employees of the Company as part of the Employee Retention Programme initiated by the Company with effect from 1 January 2020 (referred to as “ERP”). Executive directors being employees of the Company are entitled to the ERP. If the Proposed Ordinary Resolution 2 is passed at the 26th AGM, with the exception of the ERP which are payable only at the completion of at least 5 years from 1 January 2020, the payment of the Directors’ Benefits will be made by the Company as and when incurred. The breakdown of the Directors’ Benefits which are payable are as follows:- RM a) Meeting Allowance, Leave Passages and Club Membership 430,000 b) Allocation of ERP for executive director for the financial year ended 31 March 2023 480,000 910,000 The Board is of the view that it is fair and equitable for the Directors to be paid as and when incurred for part (a) above, given that the Directors have duly discharged their responsibilities and provided their services to the Company for the said period. 3. Item 5 of the Agenda – Re-appointment of Auditors The Board had approved the recommendation by the Audit Committee on the re-appointment of Messrs. Crowe Malaysia PLT as Auditors of the Company. The Board and Audit Committee collectively agreed that Messrs. Crowe Malaysia PLT has met the relevant criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. NOTICE OF ANNUAL GENERAL MEETING INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 257
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