INTEGRATED ANNUAL REPORT 2024 226 227 SECTION 14: ANNUAL GENERAL MEETING www.miscgroup.com MISC BERHAD Notice of Annual General Meeting Explanatory Notes on Ordinary Business 1. Audited Financial Statements for the financial year ended 31 December 2024 This Agenda item is meant for discussion only as Section 340(1) of the Companies Act 2016 (“Act”) does not require the Audited Financial Statements to be formally approved by the shareholders. As such, this Agenda item is not put forward for voting. 2. Re-election of Directors (Resolutions 1, 2, 3 and 4) Rule 21.7 of the Company’s Constitution provides that a Director appointed in addition to the existing Directors or to fill a casual vacancy, shall hold office until the next following Annual General Meeting (“AGM”) of the Company when he/she shall retire and shall be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. While Rule 21.8 of the Company’s Constitution provides that one-third of the Directors of the Company for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third, shall retire from office and that each Director shall retire at least once in every three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the AGM at which he/she retires. The Directors to retire at such AGM shall be the Directors who have been longest in office and the length of time a Director has been in office shall be computed from his/her last appointment or election. The Board has endorsed the Board Nomination & Remuneration Committee’s (“BNRC”) recommendation that the Directors who retire in accordance with Rules 21.7 and 21.8 of the Company’s Constitution are eligible to stand for re-election on the basis that the performance of each of the retiring Director was found to be satisfactory arising from the last Board performance evaluation. The retiring Directors have effectively discharged their duties and responsibilities and met the criteria in the Fit and Proper Policy of the Company. All Directors standing for re-election as Directors and being eligible, have offered themselves for re-election at the 56th AGM of the Company. The retiring Directors had abstained themselves from deliberations and decisions on their re-election at the BNRC and Board meetings, as appropriate. The profiles of the retiring Directors are set out in the Profiles of Board of Directors on pages 134 to 138 (inclusive) of the Company’s Integrated Annual Report 2024. 3. Payment of Directors’ Fees (inclusive of Benefits-in-kind) (Resolution 5) Pursuant to Section 230(1) of the Act, the shareholders’ approval is sought for the proposed payment of Directors’ fees (inclusive of Benefits-in-kind) to the Non-Executive Directors (“NEDs”) for the period from 15 May 2025 until the expiration of the period within which the next AGM of the Company is required to be held, which is estimated to be RM2,850,000.00. The calculation is based on the revised Directors’ fee structure, the estimated number of scheduled Board and Board Committees’ Meetings, and the composition of NEDs, including a provisional sum as a contingency for future appointment of NED on the Board from 15 May 2025, being the day after the 56th AGM until the conclusion of the next AGM. The resolution is to facilitate payments of the Directors’ Fees (inclusive of Benefits-in-kind) for the financial year 2025/2026. The Board had in the Board meeting held on 19 December 2024, endorsed the BNRC’s proposal for the adjustment of the Directors’ fee structure, subject to the shareholders’ approval for Resolution 5. This revision will update the existing fee structure, which has remained unchanged since 2018, to align with the Directors’ fee structure of PETRONAS Public Listed Companies. Notice of Annual General Meeting The proposed revision of the Directors’ fee structure is in relation to the retainer fees while the allowance (attendance fees) remains unchanged, as follows: DIRECTORS’ FEE STRUCTURE Retainer Fee (per annum) Attendance Fee (per meeting) Existing Proposed Revision Board Committee Chairman 240,000 288,000 3,500 3,500 Member 120,000 144,000 3,500 3,500 Accordingly, the Company is seeking the shareholders’ approval at the 56th AGM on the Directors’ fees (inclusive of the benefits-in-kind) up to an amount of RM2,850,000.00 with effect from 15 May 2025 until the conclusion of the next AGM based on the revised Directors’ Fee Structure. The Board will seek shareholders’ approval at the next AGM in the event the Directors’ Fees (inclusive of Benefits-in-kind) is insufficient. Please refer to pages 168 to 169 of the Corporate Governance Overview Statement in the Company’s Integrated Annual Report 2024 for details of the Directors’ Fees and Benefits-in-kind for the financial year ended 31 December 2024. 4. Re-appointment of Auditors (Resolution 6) The Board Audit Committee has considered the re-appointment of Ernst & Young PLT (“EY”) as Auditors of the Company and is satisfied with the performance, competency, audit approach, and independence of EY. The Committee viewed that EY have met the relevant criteria prescribed by Paragraph 15.21 of Main Market Listing Requirement of Bursa Malaysia Securities Berhad, amongst others, adequacy of the experience and resources of the accounting firm, and size and competency of the audit engagement team. The Board endorsed the Board Audit Committee’s recommendation to seek shareholders’ approval to re-appoint EY as External Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. Explanatory Notes on Special Business 1. Proposed Renewal of Share Buy-Back Authority (Resolution 7) Ordinary Resolution 7, if passed, will renew the authority granted by the shareholders at the last AGM. The renewed authority will allow the Company to purchase its own shares of up to 10% of its prevailing total number of issued shares at any time. The renewed authority, unless revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, will expire at the conclusion of the 56th AGM of the Company or the expiration of the period within which the 56th AGM is required by law to be held, whichever occurs first. Further information on the Proposed Renewal of Share Buy-Back Authority is set out in the statement dated 15 April 2025.
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