MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 11 12 SEC 13 ANNUAL GENERAL MEETING 10 258 www.miscgroup.com 259 www.miscgroup.com #deliveringProgress NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING Explanatory Notes on Ordinary Business 1. Audited Financial Statements for the financial year ended 31 December 2025 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 (Ordinary Resolutions 1 and 2) 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 Annual General Meeting (“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. Liza Mustapha and Wan Shamilah Wan Muhammad Saidi are retiring as Directors and being eligible, have offered themselves for re-election. Datuk Abu Huraira Abu Yazid who is also retiring by rotation has expressed his intention of not seeking re-election. He will retain office until the conclusion of the 57th AGM. The Board has endorsed the Board Nomination & Remuneration Committee’s (“BNRC”) recommendation that the abovementioned Directors who retire in accordance with Rule 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 and that each Director continued to be suitable for her role, as assessed through the last Board effectiveness evaluation. The retiring Directors have effectively discharged their duties and responsibilities and met the criteria in the Directors' Fit and Proper Policy 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 152, 158 and 160 of the Company’s Integrated Annual Report 2025. 3. Payment of Directors’ Fees (inclusive of benefits-in-kind) (Ordinary Resolution 3) 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 14 May 2026 until the expiration of the period within which the next AGM of the Company is required to be held, which is estimated to be RM3,000,000.00. The calculation is based on the 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 14 May 2026, being the day after the 57th 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 2026/2027. 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 page 192 of the Corporate Governance Overview Statement in the Company’s Integrated Annual Report 2025 for details of the Directors’ Fees and benefits-in-kind for the financial year ended 31 December 2025. 4. Re-appointment of Auditors (Ordinary Resolution 4) The Board Audit Committee (“BAC”) 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 BAC viewed that EY have met the relevant criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), 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 BAC’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 (Ordinary Resolution 5) Ordinary Resolution 5, 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 58th AGM of the Company or the expiration of the period within which the 58th 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 14 April 2026. Notes: Hybrid 57th AGM 1. The 57th AGM of the Company will be held in a hybrid mode. A member or his/her proxy(ies) may either: (i) attend physically at the Main Venue (“Physical Attendance”); OR (ii) attend virtually using the Remote Participation and Electronic Voting (“RPEV”) facilities which are available on the Boardroom Smart Investor Portal (“BSIP”) at https://investor.boardroomlimited.com to be provided by Boardroom Share Registrars Sdn. Bhd. (“Boardroom”), the appointed Poll Administrator for this AGM (“Virtual Attendance”). Please refer to the Administrative Notes for the full guide to Physical Attendance and Virtual Attendance at the 57th AGM. 2. Only depositors whose names appear in the Record of Depositors as at 6 May 2026 shall be entitled to attend, speak and vote at the meeting or appoint proxy(ies) to attend and vote on their behalf. Appointment of Proxy 3. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to exercise all or any of his/her rights to attend, participate, speak and vote at the meeting. 4. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member appoints two (2) proxies the appointment shall be invalid unless he/she specifies the proportion of his/her holding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his/her proxy without limitation. There shall be no restriction as to the qualification of the proxy. 5. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”), it may appoint up to two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account and the number of shares to be represented by each proxy must be clearly indicated.
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