notice of annual general meeting Notes:- (i) A shareholder of the Company enঞtled to aend and vote at the meeঞng is enঞtled to appoint a proxy or proxies to aend and vote in his place. A proxy may, but need not be, a shareholder of the Company. A shareholder shall be enঞtled to appoint up to two (2) proxies to aend and vote at the 28th AGM. Where a shareholder appoints more than one (1) proxy to aend at the same meeঞng, the appointment shall be invalid unless he specifies the proporঞons of his shareholdings to be represented by each proxy. (ii) The instrument appoinঞng a proxy shall be in wriঞng under the hand of the appointer or of his aorney duly authorised in wriঞng or if the appointor is a corporaঞon either under the corporaঞon’s seal or under the hand of an officer or aorney duly authorised. (iii) Where a shareholder of the Company is an exempt nominee which holds ordinary shares in the Company for mulঞple beneficial owners in one (1) Securiঞes Account (“Omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus account it holds. An exempt authorised nominee with more than one (1) Securiঞes Account must submit a separate instrument of proxy for each securiঞes account. (iv) The instrument appoinঞng a proxy and the power of aorney or other authority (if any) under which it is signed or a notarially cerঞfied copy of such power or authority shall be deposited at the Company’s Registered Office, Wisma Matrix, No. 57, Jalan Tun Dr. Ismail, 70200 Seremban, Negeri Sembilan Darul Khusus, Malaysia, not less than forty-eight (48) hours before the ঞme appointed for holding the meeঞng or any adjourned thereof. (v) In respect of deposited securiঞes, only shareholders whose name appear in the Record of Depositors on 18 August 2025 shall be enঞtled to aend, speak and vote at the 28th AGM. (vi) All the resoluঞons as set out in the noঞce of 28th AGM will be put to vote by poll. 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 informaঞon and discussion only. The provisions of Secঞon 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 resoluঞon 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 Secঞon 230(1) of the Companies Act 2016 for the payment of the Directors’ Benefits incurred or to be incurred from the date of the 28th AGM unঞl the next annual general meeঞng of the Company to be held in the year 2026. The Directors’ Benefits payable to the Directors comprise meeঞng allowances, club memberships, leave passages and allocaঞons of incenঞve payouts for the employees of the Company as part of the Employee Retenঞon Programme iniঞated by the Company with effect from 1 January 2020 (referred to as “ERP”). Execuঞve directors being employees of the Company are enঞtled to the ERP. If the Proposed Ordinary Resoluঞon 2 is passed at the 28th AGM, with the excepঞon of the ERP which are payable only at the compleঞon of at least five 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) Meeঞng Allowance, Leave Passages and Club Membership 303,759 b) Allocaঞon of ERP for execuঞve director for the financial year ended 31 March 2025 690,400 Total 994,159 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 responsibiliঞes and provided their services to the Company for the said period. 228 MATRIX CONCEPTS HOLDINGS BERHAD INTEGRATED ANNUAL REPORT 2025 09 NOTICE OF ANNUAL GENERAL MEETING
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