MKH Annual Report 2018

219 MKH Berhad Annual Report 2018 NOTICE OF THIRTY-NINTH ANNUAL GENERAL MEETING 5. Ordinary Resolution 2 – Payments Of Directors’ Benefits (Excluding Directors’ Fees) To Non-Executive Directors Pursuant to Section 230 of the Companies Act 2016 which came into force on 31 January 2017, any fees and benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. The Company is seeking shareholders’ approval on the benefits/emoluments payable to the Non-Executive Directors which comprises of meeting allowance of RM750 per meeting of the Board and Board Committees. In addition, lodging allowance of RM250 and food allowance of RM220 per day and traveling allowance of up to RM650 to be given to outstation Non-Executive Director(s) in relation to attending the meeting of the Board and Board Committees for the period commencing 20 March 2019 until the next Annual General Meeting (“AGM”) of the Company. 6. Explanatory Statement Pertaining To Special Business Ordinary Resolution 7 The Proposed Ordinary Resolution 7 is for the purpose of granting a renewed mandate (“General Mandate”) and empowering the Directors of the Company, pursuant to Sections 75 and 76 of the Companies Act 2016 to issue and allot new shares in the Company from time to time at such price provided that the aggregate number of shares issued pursuant to the general mandate does not exceed 10% of the total number of issued shares of the Company for the time being. The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company. The General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisitions. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the 38th AGM which will lapse at the conclusion of the 39th AGM to be held on 20 March 2019. Ordinary Resolution 8 The Proposed Ordinary Resolution 8, if passed, will give authority to the Directors of the Company to exercise the power of the Company to purchase up to 10% of the existing number of shares of the Company for the time being. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier. As at 31 December 2018, a total of 7,494,700 existing shares of the Company were purchased and held as Treasury Shares. The detailed information on the Proposed Renewal of Share Buy-Back is set out in the Statement/Circular to Shareholders dated 29 January 2019 which is dispatched together with the Annual Report 2018. Ordinary Resolutions 9 And 10 The Nomination Committee has assessed the independence of the following Directors, who have served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years and 12 years respectively, and recommended them to continue to act as Independent Non-Executive Directors of the Company based on the following justifications:-