Notes: (Cont'd) 2. To Receive The Audited Financial Statements - Explanatory Note A T his Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Act, does not require a formal approval of the shareholders for the audited financial statements. As such, this item is not put forward for voting. 3. O rdinary Resolution 1 - Payments Of Directors’ Fees To Non-Executive Directors For Financial Year Ended 30 September 2025 The Proposed payment of Directors’ fees amounting to RM240,000 for the financial year ended 30 September 2025 to be shared by the following Non-Executive Directors of the Company:- Dato’ Lim Hong Shuan : RM 60,000 Ms. Hoon Shat Mei : RM 60,000 Ms. Lee Pei Yee : RM 60,000 En. Jeffrey bin Bosra : RM 60,000 Total : RM 240,000 4. O rdinary Resolution 2 - Payments Of Directors’ Benefits (Excluding Directors’ Fees) To Non-Executive Directors P ursuant 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) m eeting allowance of RM2,000 per meeting to be given to the Chairman of the Board Committees; (b) meeting allowance of RM1,000 per meeting to be given to the Board and Board Committees; (c) l odging 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 n relation to attending the meeting of the Board and Board Committees for the period commencing 12 March 2026 until the next AGM of the Company. 5. Ordinary Resolutions 3 & 4 – Re-election of Retiring Directors D atuk Chen Fook Wah and Hoon Shat Mei are standing for re-election pursuant to Clause 112(1) of the Company’s Constitution at the 46th AGM respectively. T he Board had via Nomination Committee (“NC”), 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. T he Board and the NC 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. T he Board (save for retiring Directors who had abstained from deliberation on their own re-election) has approved the NC’s recommendations and to propose to the shareholders of the Company to approve the re-election of the retiring Directors at the 46th AGM. The profiles of the retiring Directors are set out in the Profile of Directors section in the Annual Report 2025. NOTICE OF FORTY-SIXTH ANNUAL GENERAL MEETING 7 Empowering Ownership 1 3 5 2 4 6 PG | 327 ANNUAL REPORT 2025 MKH BERHAD
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