The current annual fee for the Directors’ fees, which was last approved by the Board in year 2025 had remained unchanged since financial year 2020. During a review in year 2026, the Remuneration Committee recommended and the Board has approved, subject to shareholders’ approval at this coming AGM, for Directors’ fees to remain unchanged. The Executive Directors do not receive executive remuneration and there are no benefits payable to Directors. Details of the Directors’ fees for FY2025 are set out in the Corporate Governance Report 2025. 3. Item 4 of the Agenda – Re-election of Directors The profiles of the Directors who are standing for re-election as per Agenda item no. 4 are set out in the Board of Directors’ profile of the Integrated Annual Report 2025. The Nomination Committee (“NC”) has considered the performance and contribution of each of the retiring Director for seeking re-election. In addition, the NC has also conducted an assessment on the fitness and propriety of the retiring Directors including the review of their fit and proper declarations in accordance with the Directors’ Fit and Proper Policy. The said retiring Directors have abstained from deliberations and decisions on their own eligibility and sustainability to stand for re-election. Based on the recommendation of the NC, the Board is satisfied with the performance and contributions of the following Directors and supports the re-election based on the following justifications: (i) Ordinary Resolution 3 – Re-election of Dato’ Dr Norraesah Binti Haji Mohamad as Executive Chairman As the Chairman of the Board, Dato’ Dr Norraesah Binti Haji Mohamad demonstrates sound leadership skills and encourages open communication which allows the Board members to raise important matters without inhibition. She also exercised her due care and carried out her professional duties proficiently during her tenure as the Executive Chairman of the Company. (ii) Ordinary Resolution 4 – Re-election of Datuk Mohd Jimmy Wong Bin Abdullah as Non-Independent Non-Executive Director Datuk Mohd Jimmy Wong Bin Abdullah has demonstrated his objectivity through proactive engagements during meetings of the Board and Board Committee by sharing valuable, relevant and impartial insights, views and opinions on issues tabled for discussion. He has also exercised his due care and carried out his professional duties proficiently and effectively throughout his tenure as a Non-Independent Non-Executive Director of the Company. 4. Item 6 of the Agenda – Proposed Renewal of Authority for Purchase of Own Ordinary Shares by the Company The proposed Ordinary Resolution 6 if passed, will empower the Company to purchase and/or hold up to ten percent (10%) of the total number of issued Zetrix AI Shares. This authority unless revoked or varied by the Company at a general meeting will expire at the 26th AGM of the Company. Please refer to the statement to shareholders in relation to the proposed renewal of authority for purchase of own ordinary shares by Zetrix AI dated 30 April 2026 for further information. 5. Item 7 of the Agenda – Proposed Authority to Allot and Issue Shares by Directors and Waiver of Pre-Emptive Rights Pursuant to the Act The proposed Ordinary Resolution 7 is a renewal of the general mandate for issuance of shares by the Company under Sections 75 and 76 of the Act. The mandate, if passed, will give flexibility to the Directors of the Company to issue shares and allot up to a maximum of ten percent (10%) of the total number of issued Zetrix AI Shares (excluding treasury shares) at the time of such allotment and issuance of Zetrix AI Shares and for such purposes as they consider would be in the best interest of the Company without having to convene separate general meetings. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the 26th AGM of the Company. NOTICE OF TWENTY-FIFTH ANNUAL GENERAL MEETING (cont’d) ANNUAL GENERAL MEETING 303
RkJQdWJsaXNoZXIy NDgzMzc=