SECTION 5: OTHER INFORMATION 228 In determining the estimated total Directors’ fees and benefits payable (including allowances) 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 RM321,000. Subject to the shareholders’ approval of Ordinary Resolution 3, the Director’s fees will be paid to the Directors of the Company quarterly in arrears while Directors’ benefits will be paid as and when incurred. The Board opined that the payments to the 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. (4) Ordinary Resolution 4 - Re-appointment of Auditors The Board had, through the Audit Committee, had assessed the performance, independence and objectivity of Grant Thornton Malaysia PLT (“Grant Thornton”) in respect of FYE2024. The Board is satisfied with the performance of Grant Thornton and recommended the re-appointment of Grant Thornton as the Auditors of the Company. (5) Ordinary Resolution 5 – Proposed renewal of existing shareholders’ mandate and proposed new shareholders’ mandate for recurrent related party transactions of revenue or trading nature The proposed Ordinary Resolution 5, if passed, will enable MST Golf Group to enter into recurrent transactions of a revenue or trading nature involving interests of Related Parties, which are necessary for its day-to-day operations and undertaken at arm’s length, subject to the transactions being carried out in the ordinary course of business and on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the Company. For more information, please refer to the Company’s Circular to Shareholders dated 25 April 2025. PERSONAL DATA PRIVACY By submitting an instrument appointing a proxy(ies) and/or representative(s to attend, speak and vote at the 32nd 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 32nd AGM; (b) for preparation and compilation of the attendance lists, minutes and other documents relating to the 32nd 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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