ANNUAL REPORT 2025 OTHER INFORMATION 213 EXPLANATORY NOTES (CONT’D): E) Special Business Ordinary Resolution 12 – Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016 Ordinary Resolution 12, if passed, will empower the Directors of the Company to issue and allot shares in the Company up to an aggregate amount not exceeding ten per centum (10%) of the issued shares of the Company for the time being for such purposes as they consider would be in the interest of the Company. This authority unless revoked or varied at a general meeting will expire at the next AGM. This renewed mandate will provide flexibility to the Company for the allotment of shares for the purpose of funding working capital, future expansion, investment and/or acquisition(s) as deemed necessary. The Company did not issue any new shares under the general mandate which was approved at its Sixteenth AGM held on 31 July 2024. F) Special Business Ordinary Resolution 13 – Proposed Renewal of Share Buy-Back Authority Ordinary Resolution 13, if passed, will empower the Company to purchase up to 10% of the total number of issued shares of the Company. The details on the Proposed Renewal of Share Buy-Back Authority are set out in the Statement to Shareholders dated 30 July 2025. G) Special Business Ordinary Resolutions 14, 15, 16 and 17 – Proposed allocation of ESOS Options to Tan Sri Dato’ Seri Mohd Khairul Adib bin Abd Rahman, Datuk Puvanesan a/l Subenthiran, Datuk Zainal Abidin bin Abu Hassan and Dato’ Che Nazli binti Jaapar The establishment of the ESOS of up to 7.5% of the total number of issued ordinary shares in the Company (excluding treasury shares, if any) at any point in time during the duration of the ESOS for the eligible Directors and employees of the Company and its subsidiaries (excluding dormant subsidiaries) was approved by the shareholders of the Company at the Extraordinary General Meeting held on 20 February 2020. Tan Sri Dato’ Seri Mohd Khairul Adib bin Abd Rahman, Datuk Puvanesan a/l Subenthiran, Datuk Zainal Abidin bin Abu Hassan and Dato’ Che Nazli binti Jaapar (“Interested Directors”) who were appointed to the Board of Directors in the years 2024 and 2025 have not been allocated the ESOS Options. The Interested Directors will abstain from voting in respect of their shareholdings (if any) in the Company on the respective resolutions pertaining to the proposed allocation of ESOS Options to them at the Seventeenth AGM. The proposed Ordinary Resolutions 14, 15, 16 and 17, if passed, will empower the ESOS Committee from time to time throughout the duration of the ESOS, to offer and grant ESOS Options to Tan Sri Dato’ Seri Mohd Khairul Adib bin Abd Rahman, Datuk Puvanesan a/l Subenthiran, Datuk Zainal Abidin bin Abu Hassan and Dato’ Che Nazli binti Jaapar being the Directors of the Company, subject always to such terms and conditions of the By-Laws and/or any adjustment which may be made in accordance with the provisions of the By-Laws. H) Special Business Special Resolution 1 – Proposed amendment to the Constitution of the Company (“Proposed Amendment”) The proposed Special Resolution 1, if passed, will enhance administrative efficiency and provide greater clarity to the Company’s Constitution. Notice of Seventeenth Annual General Meeting (Cont’d)
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