ANNUAL REPORT 2025 MST GOLF GROUP BERHAD 257 (3) Ordinary Resolution 3 - Directors’ fees and benefits payable (including allowances) The proposed Ordinary Resolution 3, if passed, will facilitate the payment of Directors’ fees for the period from 22 May 2026 until the conclusion of the next Annual General Meeting (“AGM”) of the Company to be held in 2027 (“Relevant Period”). Details of Directors’ fees for the period from 1 January 2025 to 31 December 2025 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 payable (including allowances) payable to the 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 (FYE2025: RM4,250) Audit Committee RM2,000 (FYE2025: RM2,000) RM1,000 (FYE2025: RM1,000) Governance, Risk and Sustainability Committee RM1,500 (FYE2025: RM1,500) RM750 (FYE2025: RM750) Nomination Committee RM750 (FYE2025: RM750) RM375 (FYE2025: RM375) Remuneration Committee RM750 (FYE2025: RM750) RM375 (FYE2025: RM375) The benefits payable to the Non-Executive Directors include meeting allowances of RM1,000 per attendance for Board and General Meetings (i.e. AGM/EGM), and RM500 per attendance for Board Committee meetings and other meetings. 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 FY2025. 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 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 23 April 2026.
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