EXCEL FORCE MSC BERHAD 5 Notice of Annual General Meeting (Cont’d) For the purpose of determining the eligibility of the Directors to stand for re-election at the 21st AGM, the Nomination Committee has considered and recommended Wong Kok Chau and Dato’ Sri Ismail Bin Ahmad for re-election as Directors pursuant to Clause 105 of the Company’s Constitution. Ordinary Resolution 4: Re-election of Director who retires in accordance with Clause 114 of the Company’s Constitution Clause 114 of the Company’s Constitution states that the Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but the total number of Directors shall not at any time exceed the maximum number fixed in accordance with this Constitution. Any Director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. Datuk Wira Farhash Wafa Salvador is standing for re-election as Director of the Company and being eligible, has offered himself for re-election. For the purpose of determining the eligibility of the Director to stand for re-election at the 21st AGM, the Nomination Committee has considered and recommended Datuk Wira Farhash Wafa Salvador for re-election as Director pursuant to Clause 114 of the Company’s Constitution. Ordinary Resolution 5: Ratification of the payment of the Directors’ Fees The shareholders had on the Twentieth AGM (“20th AGM”) held on 9 June 2022, approved the payment of Directors’ fees payable to the Directors of the Company amounting to RM624,000 for the period from the 20th AGM of the Company up to the 21st AGM of the Company. However, in view of the change of financial year end of the Company, i.e. from 31 December 2022 to 30 June 2023, the new financial period under review of the Company is made up from 1 January 2022 to 30 June 2023 (18 months). Hence, the Company had paid an additional Directors’ Fees of RM4,000.00 which made up to RM628,000.00 to the Directors of the Company. This resolution is to facilitate the advance payment of to the Directors of the Company for the period from 1 January 2023 to 30 June 2023. Ordinary Resolution 8: Authority to allot and issue shares in general pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 8 is the renewal of the mandate obtained from the members at the last Annual General Meeting held on 9 June 2022 (“the Previous Mandate”). The Previous Mandate was not utilised and accordingly no proceeds were raised. The proposed resolution 8, if passed, will provide flexibility to the Directors to undertake fund raising activities, including but not limited to placement of shares for the funding of the Company’s future investments projects, working capital and/or acquisitions, by the issuance of shares in the Company to such persons at any time, as the Directors may deem fit, without having to convene a general meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at the conclusion of next Annual General Meeting of the Company. Ordinary Resolution 9: Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 9 if passed, will allow the Directors of the Company to exercise the power of the Company to purchase not more than ten percent (10%) of the total number of issued shares of the Company at any time within the time period stipulated in the Listing Requirements. This authority, unless revoked or varied by the Company at a general meeting, shall continue to be in full force until the conclusion of the next AGM of the Company. Further details are set out in the Statement to Shareholders dated 31 October 2023. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING No notice of nomination has been received to date from any member nominating any individual for election as a Director at the AGM of the Company. There is therefore no individual standing for election as Director, save for the above Directors who are standing for re-election. Further details of Directors standing for re-election as Directors are set out in their respective profiles which appear in the Board of Directors’ Profile of this Annual Report and the details of their interests in the securities of the Company are disclosed in the Analysis of Shareholdings of this Annual Report. Please refer to Explanatory Note 1 for information relating to general mandate for issue of securities.
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