My EG Services Berhad Annual Report 2019

MY E.G. SERVICES BERHAD [Registration No. 200001003034 (505639-K)] 214 NOTICE OF THE NINETEENTH ANNUAL GENERAL MEETING (CONT’D) EXPLANATORY NOTES: (A) Audited Financial Statements This 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. Hence, this item is not put forward for voting. (B) Ordinary Resolution 6 and 7 – Proposed Continuation in office of Datuk Mohd Jimmy Wong Bin Abdullah and Tan Sri Dato’ Dr Muhammad Rais Bin Abdul Karim as Independent Non-Executive Directors Practice 4.2 of the MCCG provides that shareholders’ approval be sought in the event that the Company intends for an Independent Director who has served in the capacity for more than nine (9) years, to continue to act as Independent Director of the Company. The Board is recommending to the shareholders for Datuk Mohd Jimmy Wong Bin Abdullah and Tan Sri Dato’ Dr Muhammad Rais Bin Abdul Karim who have served as Independent Non-Executive Directors of the Company for a cumulative term of thirteen (13) years and eleven (11) years respectively to continue to act as Independent Non-Executive Directors of the Company. The Board through the Nomination Committee had assessed and endorsed that Datuk Mohd Jimmy Wong Bin Abdullah and Tan Sri Dato’ Dr Muhammad Rais Bin Abdul Karim be retained as Independent Non-Executive Directors of the Company as they have continued to display high level of integrity and are objective in their judgement and decision-making in the best interest of the Company, shareholders and stakeholders and are able to express unbiased views without any influence. The detailed justifications are as set out in the Annual Report. (C) Ordinary Resolution 8 - Proposed Renewal of Authority for Purchase of Own Shares by the Company The proposed Ordinary Resolution 8 if passed, will empower the Company to purchase and/or hold up to 10% of the total number of issued MYEG Shares. This authority unless revoked or varied by the Company at a general meeting will expire at the 20th AGM of the Company. Please refer to the Share Buy-Back Statement dated 29 June 2020 for further information. (D) Special Resolution 1 – Proposed Authority to Allot and Issue Shares by Directors pursuant to Section 76 of the Companies Act 2016 The proposed Special Resolution 1, if passed, will give flexibility to the Directors of the Company to issue shares and allot up to a maximum of 10% of the total number of issued MYEG Shares (excluding treasury shares) at the time of such allotment and issuance of MYEG Shares and for such purposes as they consider would be in the best interest of the Company without having to convene separate general meetings. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the 20th AGM of the Company. The rationale for this resolution is to eliminate the need to convene general meeting(s) from time to time to seek shareholders’ approval as and when the Company issues new MYEG Shares for future business opportunities for the purpose of funding investment project(s), working capital and/or acquisitions and thereby reducing administrative time and cost associated with the convening of such meeting(s). No MYEG Shares had been issued and allotted by the Company since obtaining the said authority from its shareholders at the last AGM held on 14 March 2019 and hence no proceeds were raised therefrom.