EXPLANATORY NOTES TO ORDINARY BUSINESS 1. Laying of Audited Financial Statements and Reports of the Directors and the Auditors thereon In accordance with Section 340(1)(a) of the Act, the Company is required to lay the Audited Financial Statements and the Reports of the Directors and the Auditors thereon at its Annual General Meeting. Hence, the Agenda item no. 1 above is not a business that requires a resolution to be put to vote by the shareholders. This Agenda item is for discussion and receipt only. 2. Ordinary Resolution 1 – Approval for Directors’ fees from this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in year 2026 Section 230(1) of the Act requires that the fees of the directors and any benefits payable to the directors of a public company shall be approved at a general meeting. Pursuant thereto, the Company is seeking the shareholders’ approval for the payment of Directors’ fees to the Non-Executive Directors from this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in year 2026 in accordance with the Directors’ fees structure as set out below: Fees (RM/year) Board of Directors (“Board”)/Board Committee Chairman Deputy Chairman Senior Independent Director Members Board 240,000 180,000 165,000 150,000 Audit Committee 28,000 – - 20,000 Risk Management & Sustainability Committee 19,000 - - 13,000 Other Committees 10,000 - - 6,000 The proposed Ordinary Resolution 1, if passed, will give approval to the Company to pay the Directors’ fees to the Non-Executive Directors on the basis as determined by the Board for their services as members of the Board and/or Board Committees. 3. Ordinary Resolutions 3 – 7 – Re-election of Directors who retire in accordance with Clauses 112 and 113 of the Company’s Constitution In accordance to Clause 112 of the Company’s Constitution, any Director appointed shall hold office until the next following Annual General Meeting of the Company and shall be eligible for re-election at such Meeting. A Director retiring under this Clause shall not be taken into account in determining the Directors or the number of Directors to retire by rotation in Clause 113 of the Company’s Constitution. Datuk Mark Victor Rozario and Ms Emelia Binti Matrahah, who retire in accordance with Clause 112 of the Company’s Constitution and being eligible offer themselves for re-election. Clause 113 of the Company’s Constitution provides that one-third (1/3) of the Directors (with the exception of Alternate Director) for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office and be eligible for re-election. Out of the current Board size of eleven (11), two (2) are to retire in accordance with Clause 112 of the Company’s Constitution; thus three (3) out of nine (9) Directors are to retire by rotation in accordance with Clause 113 of the Company’s Constitution. NOTICE OF FORTY-SIXTH ANNUAL GENERAL MEETING ANNUAL REPORT 2024 376
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