6. Ordinary Resolution 5: Re-appointment of Auditors The Audit Committee (“AC”) has conducted evaluation of the performance and effectiveness of Deloitte PLT (“Deloitte”), including an assessment of Deloitte’s independence, objectivity, professionalism, sufficiency of resources, and service quality in relation to the financial year ended 30 September 2024 audit. The AC was satisfied with the performance, suitability and independence of Deloitte as external auditors and has recommended to the Board for Deloitte to be re-appointed at the 45th AGM and its remuneration be determined by the Board. The Board in turn has endorsed the AC’s recommendation. 7. Explanatory Statement Pertaining To Special Business Ordinary Resolution 6 T he 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. T he 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). A s 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-Fourth (44th) AGM which will lapse at the conclusion of the 45th AGM to be held on 20 March 2025. Ordinary Resolution 7 T he 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. A s at 31 December 2024, a total of 9,375,300 existing shares of the Company were purchased and held as Treasury Shares. T he detailed information on the Proposed Renewal of Share Buy-Back is set out in the Statement to Shareholders dated 27 January 2025 which is dispatched together with the Annual Report 2024. Personal Data Privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the participation lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representatives for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. Notice of Forty-Fifth Annual General Meeting Laying The Foundation of Excellence Where People Matter Guided by Leadership, Inspired by People Delivering Value That Matters to People MKH BERHAD ANNUAL REPORT 2024 PG. 328
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