Additional Information Additional Information Press Metal Aluminium Holdings Berhad 320 321 Integrated Annual Report 2023 NOTES: 1. For the purpose of determining who shall be entitled to attend and vote at the Eighth Annual General Meeting (“8th AGM”), the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as at 20 June 2024 (General Meeting Record of Depositors). Only a member whose name appears in this Record of Depositors shall be eligible to attend and vote at the 8th AGM or appoint proxy(ies) to attend and vote on his/her behalf. 2. A member entitled to attend and vote at the 8th AGM is entitled to appoint more than one (1) proxy or an attorney or in the case of a corporation, to appoint a duly authorised representative to attend and vote in his/her stead at the same meeting. A proxy may but need not be a member of the Company. Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy in the instrument appointing the proxies. A proxy appointed to attend and vote at the 8th AGM shall have the same rights as the member to attend and vote at the 8th AGM. 3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. 4. The instrument appointing a proxy shall be in writing, executed by the appointor or of his/her attorney duly authorised in writing or via electronic submission. If the appointor is a corporation, either under its common seal or signed by an officer or attorney duly authorised and shall be in any form (including electronic) that the Directors prescribe or accept. 5. The appointment of proxy(ies) for the 8th AGM may be made in a hard copy form or by electronic means and must be received by the Company not less than forty-eight (48) hours before the time appointed for holding the 8th AGM or adjourned 8th AGM at which the person named in the instrument proposes to vote. Proxy form(s) must be deposited or submitted in the following manner not later than 10:30 a.m. on Tuesday, 25 June 2024: (i) In hard copy form Deposit the duly executed proxy form with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn Bhd’s (“Tricor”) office of Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, Tricor’s Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur (hereinafter referred to as “Tricor’s Office”); or (ii) By electronic means via TIIH Online Submit the proxy form electronically with the Share Registrar of the Company via TIIH Online website at https://tiih.online. Kindly refer to the Administrative Details for the 8th AGM on the procedures for electronic submission of proxy form via TIIH Online website. 6. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly. 7. Corporate shareholder(s) who has appointed authorised representative(s) MUST deposit the Original or Duly Certified certificate of appointment of authorised representative with the Share Registrar of the Company at Tricor’s Office not later than 10:30 a.m. on Tuesday, 25 June 2024 to attend and vote at the 8th AGM. Attorney(s) appointed by Power of Attorney MUST deposit the Original Power of Attorney with the Share Registrar of the Company at Tricor’s Office not later than 10:30 a.m. on Tuesday, 25 June 2024 to attend and vote at the 8th AGM. 8. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of the 8th AGM of the Company shall be put to vote by way of poll. Poll administrator and independent scrutineer will be appointed to conduct the polling process and verify the results of the poll respectively. Notice of Annual General Meeting EXPLANATORY NOTES 1. Agenda Item 1 – Audited Financial Statements for the financial year ended 31 December 2023 Agenda item 1 is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 (“the Act”) does not require a formal approval from the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting. 2. Ordinary Resolutions 1 and 2 – Payment of Directors’ Fees and Benefits to Non-Executive Directors Section 230(1) of the Act provides amongst others, that the Directors’ fees and any benefits payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the shareholders’ approval shall be sought at this Eighth Annual General Meeting (“8th AGM”) on the Directors’ remuneration in two (2) separate resolutions as below: - Ordinary Resolution 1 on payment of Directors’ fees to the Non-Executive Directors for the financial year ending 31 December 2024. - Ordinary Resolution 2 on payment of Directors’ benefits to the Non-Executive Directors for the period from 27 June 2024 until the conclusion of the next AGM of the Company. Directors’ Fees To ensure that the current remuneration for the members of the Board and Board Committees of the Company remains competitive and appropriate to attract, retain and motivate individuals with strong credentials and high calibre to serve on the Board of the Company, an external consultant was engaged in 2021 to undertake the benchmarking analysis and recommended the appropriate remuneration taking into account the demands, complexities and performance of the Company. The proposed remuneration review was comprehensively deliberated by the Remuneration Committee. The Board approved the Remuneration Committee’s recommendation for the proposed increase of 10% in Directors’ fees of the Non-Executive Directors for the financial year ending 31 December 2024. There are no changes to the Directors’ fees payable to the NonExecutive Directors as member of the Board Committees for the financial year ending 31 December 2024 and the aforesaid rates shall remain until the next review in 2025. Directors’ Benefits (other than Directors’ Fees) The Board approved the Remuneration Committee’s recommendation to standardise the proposed Directors’ benefits payable to the Non-Executive Directors of the Company, i.e., meeting allowance of RM2,000 per Director per meeting for the financial year ending 31 December 2024. The fee structure of the meeting allowance for the preceding financial year is summarised in the table below for reference: Meeting allowance Non-Executive Chairman (RM per director per meeting) Non-Executive Director (RM per director per meeting) Board of Directors 1,500 1,200 Audit Committee 1,200 1,000 Risk Management Committee 1,200 1,000 Nomination and Corporate Governance Committee 1,000 800 Remuneration Committee 1,000 800 The proposed Directors’ benefits payable comprises only meeting allowance. The total estimated amount of Directors’ benefits payable is calculated based on the number of scheduled meetings for the Board and Board Committees as well as the number of Non-Executive Directors involved in these meetings. Any Non-Executive Directors who are shareholders of the Company will abstain from voting on Ordinary Resolutions 1 and 2 concerning remuneration to the Non-Executive Directors at the 8th AGM. In the event that the proposed Non-Executive Directors’ fees and benefits payable are insufficient due to the enlarged Board size, the Company will seek shareholders’ approval at the 9th AGM of the Company for the additional Directors’ fees and benefits payable to meet the shortfall. Notice of Annual General Meeting
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