INTEGRATED ANNUAL REPORT 2024 224 225 SECTION 14: ANNUAL GENERAL MEETING www.miscgroup.com MISC BERHAD Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Fifty-Sixth Annual General Meeting (“56th AGM”) of MISC Berhad (“MISC” or “the Company”) will be held at Grand Ballroom, Level 2, InterContinental Kuala Lumpur, 165, Jalan Ampang, 50450 Kuala Lumpur, Malaysia on Wednesday, 14 May 2025 at 10.00 a.m. for the following purposes: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2024 together with the Reports of the Directors and Auditors thereon. 2. To re-elect the following Directors who retire pursuant to Rule 21.7 of the Company’s Constitution and, being eligible, offer themselves for re-election: (i) Zahid Osman (ii) Datuk Adif Zulkifli 3. To re-elect the following Directors who retire by rotation pursuant to Rule 21.8 of the Company’s Constitution and, being eligible, offer themselves for re-election: (i) Datin Norazah Mohamed Razali (ii) Mohammad Suhaimi Mohd Yasin 4. To approve the payment of Directors’ fees (inclusive of benefits-in-kind) up to an amount of RM2,850,000.00 from 15 May 2025 until the conclusion of the next Annual General Meeting of the Company. 5. To re-appoint Ernst & Young PLT as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. As Special Business To consider and, if thought fit, to pass the following resolution, with or without modifications: 6. Proposed renewal of authority for MISC to purchase its own shares of up to 10% of its prevailing total number of issued shares at any time (“Proposed Renewal of Share Buy-Back Authority”) “THAT subject to compliance with the Companies Act 2016 (“Act”), MISC’s Constitution, the Main Market Listing Requirement of Bursa Malaysia Securities Berhad (“Bursa Securities”) and/or any other relevant regulatory requirements, the Company be and is hereby authorised to purchase such number of ordinary shares in the Company (“Proposed Share Buy-back”) as may be determined by the Board of Directors (“Board”) from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the best interest of the Company, provided that the maximum aggregate number of shares which may be purchased and/ or held by the Company shall not exceed ten per centum (10%) of its prevailing total number of issued shares at any point of time, and that the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the latest retained earnings of the Company. Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Notice of Annual General Meeting THAT the Board be and is hereby authorised to deal with the shares so purchased, at their discretion, in the following manner: (i) cancel the shares so purchased; or (ii) retain the shares so purchased as treasury shares which may be dealt with in accordance with Section 127(7) of the Act; or (iii) retain part of the shares so purchased as treasury shares and cancel the remainder of the shares, or in any other manner as may be prescribed by the Act, all applicable laws, regulations and guidelines applied from time to time by Bursa Securities and/or any other relevant authority for the time being in force, and that the authority to deal with the purchased shares shall continue to be valid until all the purchased shares have been dealt with by the Board. THAT the authority shall commence immediately upon passing of this resolution, until the earlier of: (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company; or (ii) the expiration of the period within which the next AGM is required by law to be held; or (iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting. AND THAT the Board be and is hereby authorised to do all acts and things and to take all such steps as necessary or expedient (including opening and maintaining a Central Depository System account) to give full effect to the Proposed Share Buy-back with full power to assent to any condition, modification, variation and/or amendment as may be imposed by the relevant regulatory authorities, and/or to do all such acts and things as the Board may deem fit, necessary and expedient in the best interest of the Company.” 7. To transact any other business for which due notice has been given. By Order of the Board Noridah Khamis (LS 0010240) (SSM PC No. 201908001731) Lee Ming Leong (MAICSA 7006926) (SSM PC No. 202308000507) Company Secretaries 15 April 2025 Kuala Lumpur
RkJQdWJsaXNoZXIy NDgzMzc=