MKH Annual Report 2020

ANNUAL REPORT 2020 256 5. Ordinary Resolution 2 - Payments of Directors’ Benefits (excluding Directors’ fees) to Non-Executive Directors Pursuant to Section 230 of the Act, 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 the following:- (a) meeting allowance of RM2,000.00 per meeting to be given to the Chairman of the Board Committees; (b) meeting allowance of RM1,000.00 per meeting to be given to the Board and Board Committees; (c) lodging allowance of RM250.00 and food allowance of RM220.00 per day as well as traveling allowance of up to RM650.00 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 3 March 2021 until the next AGM of the Company. 6. Explanatory Statement Pertaining to Special Business Ordinary Resolution 6 The Proposed Ordinary Resolution 6 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 Act, 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 fundraising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisition(s). 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 Fortieth (40th) AGM which will lapse at the conclusion of the 41st AGM to be held on 3 March 2021. Ordinary Resolution 7 The Proposed Ordinary Resolution 7, 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 2020, a total of 9,132,300 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 to Shareholders dated 29 January 2021 which is dispatched together with the Annual Report 2020. NOTICE OF FORTY-FIRST AGM