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 27th 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 104,865 b) Allocation of ERP for executive director for the financial year ended 31 March 2024 704,200 TOTAL 809,065 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 – Appointment of Auditors Crowe Malaysia PLT has indicated that they are not seeking re-appointment at the AGM. Upon the conclusion of the AGM, Crowe Malaysia PLT shall cease its office as Auditors of the Company. The Board had approved the recommendation by Audit Committee to appoint Ernst & Young PLT as the Auditors of the Company to replace the out-going Crowe Malaysia PLT. The Board and Audit Committee collectively agreed that Ernst & Young PLT has met the relevant criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Ernst & Young PLT has consented to the proposed appointment. Special Business:- 4. Item 6 of the Agenda – Authority to Allot and Issue Shares Pursuant to Section 75 of the Companies Act 2016 The proposed Ordinary Resolution 9 is primarily to give authority to the Board of Directors to allot and issue up to 10% of the total number of issued shares at any time in their absolute discretion and for such purpose as they consider would be in the best interest of the Company without convening a general meeting. This authority, if granted, is a renewal of the earlier mandate granted at the Twenty-Sixth Annual General Meeting held on 30 August 2023 and unless revoked or varied at a general meeting, shall expire at the Twenty-Eighth Annual General Meeting of the Company. The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/diversification proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the total number of issued shares of the Company. In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares when the needs may arise during the financial year, it is thus considered appropriate that the Directors be empowered to issue shares in the Company, up to any amount not exceeding in total, 10% of the total number of issued shares of the Company for the time being, for such purpose. 5. Item 7 of the Agenda – Recurrent Related Party Transactions The proposed Ordinary Resolution 10 is to seek a renewal of shareholders’ mandate to allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Details in respect of all the proposal as mentioned herein are more particularly described in the Circular to Shareholders dated 29 July 2024 accompanying the Company’s Integrated Annual Report 2024. NOTICE OF ANNUAL GENERAL MEETING AGM NOTICE AND INFORMATION MATRIX CONCEPTS HOLDINGS BERHAD 230
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