MKH Berhad 241 Notice of Forty-Third Annual General Meeting 6. Ordinary Resolutions 3 & 4 - To Re-elect The Retiring Directors Datuk Chen Fook Wah and Ms. Hoon Shat Mei are standing for re-election pursuant to Clause 112(1) and Clause 119 of the Company’s Constitution at the 43rd AGM respectively. The Board had via Nomination Committee assessed the retiring Directors in terms of character and integrity, experience and competency, time and commitment as well as ability to act in the best interests of the Company based on the criteria set out in the Group’s Fit and Proper Policy. The Board and the Nomination Committee are satisfied that the retiring Directors meet the Fit and Proper criteria for re-election to the Board as the aforesaid Directors have devoted sufficient time to carry out their responsibilities throughout their tenure and possess relevant qualification, knowledge and experience which complement the Board’s competencies. The Board recommends that shareholders approve the re-election of the retiring Directors at the 43rd AGM. The profiles of the retiring Directors are set out in the Profile of Directors section in the Annual Report 2022. 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: in relation to attending the meeting of the Board and Board Committees for the period commencing 16 March 2023 until the next AGM of the Company. 5. meeting allowance of RM2,000 per meeting to be given to the Chairman of the Board Committees; meeting allowance of RM1,000 per meeting to be given to the Board and Board Committees; lodging allowance of RM250 and food allowance of RM220 per day as well as traveling allowance of up to RM650 to be given to outstation Non-Executive Director(s); i. ii. iii. 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 Forty-Second (42nd) AGM which will lapse at the conclusion of the 43rd AGM to be held on 16 March 2023. 7.
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