My EG Services Berhad Annual Report 2020

ANNUAL REPORT 2020 245 ANNUAL GENERAL MEETING 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 Resolutions 7 and 8 – 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 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 fourteen (14) years and twelve (12) years respectively to continue to act as Independent Non-Executive Directors of the Company until the conclusion of the 21st AGM, subject to the approval from shareholders of the Company through a two-tier voting process. 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 this Annual Report. (C) Ordinary Resolution 9 – Proposed Renewal of Authority for Purchase of Own Shares by the Company The proposed Ordinary Resolution 9 if passed, will empower the Company to purchase and/or hold up to ten percent (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 21st AGM of the Company. Please refer to the statement to shareholders in relation to the proposed renewal of authority for purchase of own Shares by MYEG dated 31 May 2021 for further information. (D) Ordinary Resolution 10 – Proposed Authority to Allot and Issue Shares by Directors pursuant to Section 76 of the Act The proposed authority to allot and issue shares by Directors pursuant to Section 76 of the Act shall be passed as Ordinary Resolution subject to the approval in relation to the proposed amendment to the Constitution of the Company being obtained from the shareholders of the Company at the EGM to be held on 3 June 2021. The proposed Ordinary Resolution 10, if passed, will give flexibility to the Directors of the Company to issue shares and allot up to a maximum of ten percent (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 21st 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). The Company had on 6 July 2020 issued and allotted 12,500,000 ordinary shares amounting to RM15,000,000, representing about 0.35% of the total number of issued shares (excluding treasury shares) to partially satisfied the acquisition of 10% equity interest in S5 Holdings Inc. by MY E.G. Capital Sdn. Bhd., a wholly-owned subsidiary of the Company for a total purchase consideration of RM90,000,000. NOTICE OF THE TWENTIETH ANNUAL GENERAL MEETING (CONT’D)