SECTION 5: OTHER INFORMATION 244 In determining the estimated total Directors’ fees and benefits (including allowances) payable for the Relevant Period, the size of the Board and Board Committees as well as the estimated number of meetings scheduled to be held during the Relevant Period were taken into consideration. Hence, the Board is recommending an estimated total amount of up to RM490,000. Subject to the shareholders’ approval of Ordinary Resolutions 1 and 2, the payment of fees will be made to the Non-Executive Directors of the Company after the AGM of the Company while Directors’ benefits will be made by the Company as and when incurred. The Board opined that the payments to the Non-Executive Directors of the Company are just and equitable, taking into account their roles and responsibilities towards the Group and the services that they have rendered to the Company. Directors who are also shareholders of the Company will abstain from voting on the resolutions in respect of the fees and benefits payable to him/her. (iii) Ordinary Resolutions 3 and 4 - Re-election of Directors Mr. Low Kok Poh and Mr. Ng Lian Chun are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 31st AGM. Their profiles are disclosed in the Board of Directors’ Profile of the Annual Report 2023. The Nominating Committee (“NC”) has considered the performance and contribution, time and commitment, calibre and personality, and fit and properness of the retiring Directors. Based on the recommendation of the NC, the Board is supportive of their re-election. (iv) Ordinary Resolution 5 - Re-appointment of Auditors The Board had, through the Audit and Risk Management Committee (“ARMC”), considered the re-appointment of Grant Thornton Malaysia PLT as the Auditors of the Company for the financial year ending 31 December 2025. The Board has in turn reviewed the recommendation of the ARMC and recommended the same to be tabled to the shareholders for approval at the 31st AGM of the Company. (v) Ordinary Resolution 6 - Proposed shareholders’ ratification for recurrent related party transactions of revenue or trading nature and proposed new shareholders’ mandate for recurrent related party transactions of revenue or trading nature The proposed Ordinary Resolution 6, if passed, will enable the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Company and/or its subsidiaries, subject to the transactions being carried out in the ordinary course of business of the Company and/or its subsidiaries and on normal commercial terms which are generally available to the public and not detrimental to the minority shareholders of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next annual general meeting of the Company. For more information, please refer to the Company’s Circular to Shareholders dated 30 April 2024. PERSONAL DATA PRIVACY By registering for the meeting via remote participation and electronic voting and/or submitting an instrument appointing proxy(ies) and/or representatives to attend, speak and vote at the 31st AGM and/or any adjournment thereof, a member of the Company: (i) consents to the processing of the member’s personal data by the Company (or its agents): (a) for processing and administration of proxies and representatives appointed for the 31st AGM; (b) for preparation and compilation of the attendance lists, minutes and other documents relating to the 31st AGM (which includes any adjournments thereof); and (c) for the Company’s (or its agents”) compliance with any applicable laws, listing rules, regulations and/or guidelines (collectively “the Purpose”); (ii) warrants that he/she has obtained such proxy(ies)’ and/or representative(s)’ prior consent for the Company’s (or its agents’) processing of such proxy(ies)’ and/or representative(s)’ personal data for the Purposes; and (iii) agrees that the member will indemnify the Company for any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. Note: The term “processing” and “personal data” shall have the meaning as defined in the Personal Data Protection Act, 2010 NOTICE OF ANNUAL GENERAL MEETING
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