Press Metal Annual Report 2023

Additional Information Additional Information Press Metal Aluminium Holdings Berhad 322 323 Integrated Annual Report 2023 3. Ordinary Resolutions 3 to 5 – Re-election of Directors The profile of the Directors who are standing for re-election as per item 4 of the Agenda are set out in the Profile of Our Board of Directors section of the Integrated Annual Report 2023. The Nomination and Corporate Governance Committee (“NCGC”) has considered the performance and contribution of each of the retiring Directors seeking for re-election. In addition, the NCGC had also conducted an assessment on the fitness and propriety of the retiring Directors, including the review of their fit and proper declarations and results of their background checks in accordance with the Directors’ Fit and Proper Policy. The Board had also through the NCGC, carried out assessment on the independence of the retiring Directors and is satisfied that they met the criteria of independence as prescribed in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”). The said retiring Directors have abstained from deliberations and decision on their own eligibility and suitability to stand for re-election. Based on the recommendation of the NCGC, the Board is satisfied with the performance and contributions of the retiring Directors and supports their re-election based on the following justifications: (a) Ordinary Resolution 3 – Re-election of Datuk Yvonne Chia (Yau Ah Lan @ Fara Yvonne) as Independent Non-Executive Chairman Datuk Yvonne Chia (Yau Ah Lan @ Fara Yvonne) has vast experience in the financial services industry. Having held leading positions in both foreign and local institutions, she has been contributing valuable insights to the Board and actively making independent assessment of information, to provide independent view and demonstrate objectivity in reviewing and challenging Management’s proposals at meetings. As Chairman of the Board, she has been managing the interface between the Board and Management by encouraging active participation and allowing dissenting views to be freely expressed during the Board meeting. She exercised her due care and carried out her professional duties proficiently during her tenure as an Independent Non-Executive Chairman of the Company. (b) Ordinary Resolution 4 – Re-election of Ms. Susan Yuen Su Min as Independent Non-Executive Director Ms. Susan Yuen Su Min has over 30 years of working experience in the banking industry and has served several renowned banking establishments. As an Independent Director, she has been contributing valuable insights to the Board and actively making independent assessment of the information, reports or statements, having regard to her knowledge, experience and competence, to provide independent view and demonstrate objectivity in reviewing, as well as constructively challenge Management’s proposals at meetings. She exercised her due care and carried out her professional duties proficiently during her tenure as an Independent Non-Executive Director of the Company. (c) Ordinary Resolution 5 – Re-election of Pn. Noor Alina Binti Mohamad Faiz as Independent Non-Executive Director Pn. Noor Alina Binti Mohamad Faiz is a lawyer by profession and has been appointed to the Board before the Company’s assumption of its listing status. As an Independent Director, she has been contributing valuable insights to the Board and actively making independent assessment of the information, reports or statements, having regard to her knowledge, experience and competence, to provide independent view and demonstrate objectivity in reviewing, as well as constructively challenge Management’s proposals at meetings. She exercised her due care and carried out her professional duties proficiently during her tenure as an Independent Non-Executive Director of the Company. Notice of Annual General Meeting 4. Ordinary Resolution 7 – Proposed Renewal of Authority under Sections 75 and 76 of the Act and the Constitution of the Company for the Directors to Allot and Issue Shares The Company had, during its Seventh AGM held on 14 June 2023, obtained its shareholders’ approval for the general mandate for issuance of shares pursuant to Sections 75 and 76 of the Act. As of the date of this notice, the Company did not issue any shares pursuant to this mandate obtained. Ordinary Resolution 7 proposed under item 6 of the Agenda is a renewal of the general mandate for issuance of shares by the Company under Sections 75 and 76 of the Act and empowering the Directors of the Company to issue and allot shares in the Company from time to time, provided that the aggregate number of such shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being (“Proposed General Mandate”). The Proposed General Mandate, if passed, serves as a measure to meet the Company’s immediate working capital needs in the short term without relying on conventional debt financing (which will result in higher finance costs to be incurred) for the purpose of funding investment project(s), working capital and/or acquisition(s), without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be held, whichever is earlier. By approving the issuance and allotment of shares pursuant to Sections 75 and 76 of the Act and the Constitution of the Company, the shareholders, having agreed to irrevocably waive their statutory pre-emptive rights pursuant to Section 85 of the Act read together with Clause 59 of the Constitution of the Company which will result in a dilution to their shareholding percentage in the Company, allow the Directors of the Company to issue new shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer new shares to all the existing shareholders of the Company prior to issuance of new shares in the Company under the Proposed General Mandate. If there should be a decision to issue new shares after the Proposed General Mandate is obtained, the Company will make an announcement in respect thereof. 5. Ordinary Resolution 8 – Proposed Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”) and Proposed New Shareholders’ Mandate for Additional RRPT (“Proposed Shareholders’ Mandate for RRPT”) Ordinary Resolution 8 proposed under item 7 of the Agenda, if passed, will allow PMAH Group to enter into the RRPT under the Proposed Shareholders’ Mandate for RRPT pursuant to the provisions of the MMLR of Bursa Securities without the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such RRPT occur. This will reduce substantially the expenses associated with the convening of general meetings on ad hoc basis, improve administrative efficiency considerably and allow manpower resources and time to be focused on attaining PMAH Group’s corporate objectives and business opportunities. The Proposed Shareholders’ Mandate for RRPT is subject to renewal on an annual basis. For further information on Ordinary Resolution 8, please refer to Part A of the Circular/Statement to Shareholders dated 30 April 2024. 6. Ordinary Resolution 9 – Proposed Renewal of Shareholders’ Mandate for the Authority to the Company to Purchase its own Ordinary Shares The proposed Ordinary Resolution 9, if passed, will give the Directors of the Company authority to take all such steps as are necessary or expedient to implement, finalise, complete and/or to effect the purchase(s) of shares of up to ten per centum (10%) of the total number of issued shares of the Company as the Directors may deem fit and expedient in the best interest of the Company. The authority will, unless revoked or varied by the Company in a general meeting, continue to be in force until the conclusion of the next AGM of the Company or the expiry of the period within which the next AGM of the Company is required by law to be held. For further information on Ordinary Resolution 9, please refer to Part B of the Circular/Statement to Shareholders dated 30 April 2024. Notice of Annual General Meeting

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