ANNUAL REPORT 2023 MST GOLF GROUP BERHAD 243 11. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Share Registrar of the Company at Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time appointed for holding the 31st AGM or adjourned general meeting at which the person named in the appointment proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed. 12. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to vote by poll. EXPLANATORY NOTES TO THE AGENDA (i) Item 1 of the Agenda - Audited Financial Statements for the financial year ended 31 December 2023 This item is meant for discussion only. The provision of Sections 248(2) and 340(1)(a) of the Companies Act 2016 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its annual general meeting. As such, this agenda item is not a business which requires a motion to be put forward to vote by shareholders. (ii) Ordinary Resolutions 1 and 2 - Directors’ fees and benefits payable (including allowances) The proposed Ordinary Resolutions 1 and 2, if passed, will facilitate the payment of Directors’ fees and benefits for the following periods: • For the financial year ended 31 December 2023 (i.e. from 1 January 2023 to 31 December 2023) ; and • From 1 January 2024 until the conclusion of the next Annual General Meeting (“AGM”) of the Company to be held in 2025 (“Relevant Period”). Details of Directors’ fees and benefits for the period from 1 January 2023 to 31 December 2023 are disclosed in the Corporate Governance Report. The Directors’ fees and benefits are payable to Non-Executive Directors as members of the Board and Board Committees. The Directors’ fees and benefits (including allowances) payable to Non-Executive Directors for the Relevant Period comprising the following: Board/Board Committees Fees per Non-Executive Director per month for the Relevant Period Chairman Members Board Nil RM4,250 (FYE2023: RM4,250) Audit and Risk Management Committee RM3,500 (FYE2023: RM2,000) RM1,750 (FYE2023: RM1,000) Nomination Committee RM750 (FYE2023: RM500) RM375 (FYE2023: RM250) Remuneration Committee RM750 (FYE2023: RM500) RM375 (FYE2023: RM250) Benefits payable Existing Meeting allowance (per attendance) 1. Board and General Meetings (i.e. AGM/EGM) (RM1,000 per attendance per Non-Executive Director) 2. Board Committees (RM500 per attendance per Non-Executive Director) Staff Purchase Staff discount will be given to purchases up to RM25,000 a year per Non-Executive Director Medical Benefits for each Director 1. Medical coverage (RM5,000 per annum limit) 2. Hospitalisation (RM80,000 per annum limit) Directors’ & Officers’ Liability insurance Limit of Liability RM 10,000,000.00 in the aggregate
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