01 | ABOUT NEXG 02 | OUR LEADERSHIP 03| OUR PERSPECTIVE 04 | SUSTAINABILITY 05 | GOVERNANCE 06 | FINANCIAL STATEMENTS 07 | OTHER INFORMATION ANNUAL REPORT 2026 292 Notice of Eighteenth ANNUAL GENERAL MEETING (CONT'D) EXPLANATORY NOTES: (CONT'D) Ordinary Resolutions 1 and 2 – Directors’ Fees and Benefits Payable to Non-Executive Directors Section 230(1) of the Companies Act 2016, provides amongst others, that the fees of the Directors and any benefits payable to the Directors of the Company shall be approved at a general meeting. In May 2026, the Nomination and Remuneration Committee (“NRC”) conducted an annual review on the Directors’ fees and benefits payable to the Non-Executive Directors (“NED”) and recommended it to remain unchanged. The Board of Directors (“the Board”) approved the NRC recommendation and recommended the same to be tabled to shareholders of the Company for approval at the Eighteenth AGM. The proposed Ordinary Resolutions 1 and 2, if passed, will allow payment of Directors’ fees and benefits to NED of the Company on a monthly basis and/or as and when incurred within the stipulated period. The estimated amount of Directors’ benefits payable is based on the size of the Board and Board Committees and the number of scheduled Board and Board Committees meetings for the period from the Eighteenth AGM until the next AGM of the Company. Ordinary Resolutions 3 to 12 – Re-election of Directors who retire in accordance with Clauses 165 and 156 of the Constitution of the Company Clause 156 of the Constitution of the Company provides that the Board of the Company can appoint a person as an additional Director or as a replacement for another Director and the Director appointed shall hold office until the next following AGM after the appointment unless elected or re-elected in the AGM. Clause 165 of the Constitution of the Company provides that one-third (1/3) of the Directors of the Company at the date of the notice convening the AGM or if the total number of the Directors is not three (3) or a multiple of it, the number nearest to one-third (1/3) shall retire by rotation at the AGM and be eligible for re-election. The proposed Ordinary Resolution 3 under Agenda 4 and Ordinary Resolutions 4 to 12 under Agenda 5 as set out in the Notice of Eighteenth AGM are to seek the shareholders’ approval on the re-election of Directors who are standing for re-election in accordance with Clauses 165 and 156 of the Constitution of the Company and being eligible, have offered themselves for re-election. The NRC had assessed the performance, contributions, independence, fitness and proprietary of each Director who is standing for re-election at the Eighteenth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment conducted for the financial year 2026; time commitment in discharging their roles and responsibilities including attendance at Board or Board Committees meetings, briefings and site visitations; participation in continuing training programmes; and contribution to the Board’s deliberation through their skills, knowledge, expertise and experience. The NRC also carried out fit and proper assessment based on the fit and proper declaration submitted by each of the retiring Director. Based on the confirmation of Directors’ independence provided by all the Independent Directors and also the assessment of the level of independence demonstrated by the Independent Directors, the NRC was satisfied that the Independent Directors, namely, Tuan Lt. Col. (R) Khairudin bin Dahlan, Tuan Lt. Col. (R) Roseli bin Abdul Gani, Dato’ Ts. Dr. Haji Amirudin bin Abdul Wahab, Dato’ Dr. Anas bin Alam Faizli, Encik Mohd Azmi bin Mat Nayan, Dato’ Ramli bin Din and Ms Michelle Yong Voon Sze have complied with the independence criteria as set out in the Main Market Listing Requirements of Bursa Malaysia and continue to bring independent and objective judgment to the Board deliberations. The NRC was satisfied with the performance and contributions of the Directors who are standing for re-election and recommended to the Board the proposed re-election of the Directors in accordance with Clauses 165 and 156 of the Constitution of the Company. B) C) Puan Hajah Erna bt Ismail who retired in accordance with Clause 165 Puan Hajah Erna was appointed as Executive Director of the Company on 9 October 2024 and was subsequently appointed as Chief Financial Officer on 28 February 2025. Currently, she is holding the positions of Executive Director and Chief Financial Officer. Puan Hajah Erna has the appropriate mix of skills, knowledge and experience in corporate management/ business, finance/taxation and accounting/auditing. She has contributed effectively to the Board’s and Board Committees’ deliberations and decision making. i)
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