NOTICE OF ANNUAL GENERAL MEETING Explanatory Notes on Ordinary Business 1. Audited Financial Statements for the financial year ended 31 December 2021 This Agenda item is meant for discussion only as Section 340(1) of the Companies Act, 2016 does not require the Audited Financial Statements to be formally approved by the shareholders. As such, this Agenda item is not put forward for voting. 2. Re-election of Directors who retire pursuant to Rule 21.7 of the Company’s Constitution Rule 21.7 provides that a Director appointed in addition to the existing Directors or to fill a casual vacancy, shall hold office until the next following Annual General Meeting of the Company when he/she shall retire and shall be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. The Board has endorsed the Nomination & Remuneration Committee’s recommendation that the Directors who retire in accordance with Rule 21.7 of the Company’s Constitution are eligible to stand for re-election. The profiles of the retiring Directors are set out in the Profiles of Board of Directors on pages 202 to 213 (inclusive) of the Company’s Integrated Annual Report 2021. 3. Re-election of Directors who retire by rotation pursuant to Rule 21.8 of the Company’s Constitution Rule 21.8 provides that one-third of the Directors of the Company 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, shall retire from office and that each Director shall retire at least once in every three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the Annual General Meeting at which he/she retires. The Directors to retire at such Annual General Meeting shall be the Directors who have been longest in office and the length of time a Director has been in office shall be computed from his/her last appointment or election. The Board has endorsed the Nomination & Remuneration Committee’s recommendation that the Directors who retire in accordance with Rule 21.8 of the Company’s Constitution are eligible to stand for re-election on the basis that there were no adverse findings on the retiring Directors arising from the last Board performance evaluation. The profiles of the retiring Directors are set out in the Profiles of Board of Directors on pages 202 to 213 (inclusive) of the Company’s Integrated Annual Report 2021. 4. Payment of Directors’ Fees (inclusive of Benefits-in-kind) Pursuant to Section 230(1) of the Companies Act 2016, the shareholders’ approval is sought for the proposed payment of Directors’ fees (inclusive of Benefits-in-kind) to the Non-Executive Directors (“NEDs”) for the period from 28 April 2022 until the conclusion of the next Annual General Meeting of the Company which is estimated to be RM2,642,000.00. The calculation is based on the estimated number of scheduled and/or Special Board and Board Committees’ Meetings from 28 April 2022, being the day after the 53rd AGM until the conclusion of the next Annual General Meeting and on the assumption that all NEDs will remain in office until the next Annual General Meeting. The resolution is to facilitate payments of the Directors’ Fees (inclusive of Benefits-in-kind) for the financial year 2022/2023. The Board will seek shareholders’ approval at the next Annual General Meeting in the event the proposed Directors’ Fees (inclusive of Benefits-in-kind) is insufficient. Please refer to pages 228 to 248 of the Corporate Governance Overview Statement in the Company’s Integrated Annual Report 2021 for details of the Directors’ Fees and Benefits-in-kind for the financial year ended 31 December 2021. Explanatory Notes on Special Business 1. Proposed Share Buy-Back Renewal Ordinary Resolution 8, as proposed under item 6, if passed, will renew the authority granted by the shareholders at the last Annual General Meeting. The renewed authority will allow the Company to purchase its own shares of up to 10% of its prevailing total number of issued shares at any time. The renewed authority, unless revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, will expire at the conclusion of the 54th AGM of the Company or the expiration of the period within which the 54th AGM is required by law to be held, whichever occurs first. Further information on the Proposed Share Buy-Back Renewal is set out in the statement dated 29 March 2022. Notes: 1. Please note that the Broadcast Venue is strictly for the purpose of compliance with Section 327(2) of the Companies Act 2016 which stipulates that the Chairman shall be at the main venue of the AGM and in accordance with Rule 18.14 of the Company’s Constitution which allows a general meeting to be held at more than one venue, using any technology or method that enables the members of the Company to participate and to exercise the members’ right to speak and vote at the general meeting. As shareholders/proxies/corporate representatives WILL NOT BE ALLOWED to be physically present at or admitted to the Broadcast Venue on the day of the AGM, all members are urged to attend the 53rd AGM remotely via meeting platform https://meeting.boardroomlimited.my. For further information on the “Remote Participation and Electronic Voting (“RPEV”)”, kindly refer to the Administrative Notes relating to the 53rd AGM. 2. Only depositors whose names appear in the Record of Depositors as at 20 April 2022 shall be entitled to attend, speak and vote at the meeting. 3. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to exercise all or any of his rights to attend, participate, speak and vote at the meeting. 4. A member may appoint not more than two (2) proxies to attend the same meeting. Where a member appoints two (2) proxies the appointment shall be invalid unless he specifies the proportion of his holding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation. There shall be no restriction as to the qualification of the proxy. 5. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”), it may appoint up to two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account and the number of shares to be represented by each proxy must be clearly indicated. 6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. Where an exempt authorised nominee appoints more than one (1) proxy in respect of each Omnibus Account, the appointment shall not be valid unless the exempt authorised nominee specifies the proportion of the shareholding to be represented by each proxy. An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. 7. Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the Form of Proxy. NOTICE OF ANNUAL GENERAL MEETING MISC Berhad 484 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 485 ANNUAL GENERAL MEETING ANNUAL GENERAL MEETING
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