3. Ordinary Resolution 7: To Approve the Payment of Directors’ Fees and Other Benefits Payable Section 230(1) of the Act stipulates, amongst others, that the fees and benefits payable to the Directors of listed companies and its subsidiaries shall be approved at a general meeting. The NRC at its meeting on 27 October 2026 undertook a review of the fees for Non-Executive Directors and their respective Board Committees. In determining the estimated total amount of Directors’ benefits, the Board has considered various factors, among others, the estimated claimable benefits and estimated number of meetings for the Board and Board Committees held for the period commencing from the conclusion of the 22nd AGM until the next Annual General Meeting of the Company. The Board had agreed that the shareholders’ approval shall be sought at the Company’s 22nd AGM on the Directors’ fees and benefits payable for the period commencing from the conclusion of the 22nd AGM on 1 December 2026 until the conclusion of the next AGM of the Company. As regards the Directors’ fee for its subsidiaries, approval will be sought at the respective companies’ members’ meeting and will not be consolidated at the Company’s level. 4. Ordinary Resolution 8: Re-appointment of Auditors The Board and Audit Committee have assessed the performance of Messrs. UHY Malaysia PLT (“UHY”) and are satisfied with the quality of service rendered and the competency, independent, professionalism, and sufficiency of resources provided to the Company. The Board at its meeting held on 27 October 2026 agreed to recommend to the shareholders of the Company to approve the re-appointment of UHY as the Company’s external auditors for the financial year 2027. 5. Ordinary Resolution 9: Authority to Allot and Issues Shares Pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 9, if passed, is to give the Directors of the Company flexibility to issue and allot shares up to an amount not exceeding ten per centum (10%) of the Company’s total number of issued shares for the time being upon such terms and conditions and for such purposes and to such person or persons as Directors of the Company in their absolute discretion consider to be in the interest of the Company, without having to convene a separate general meeting so as to avoid incurring additional cost and time. The purpose of this general mandate is for possible fund-raising exercises including but not limited to further placement of shares for purposes of funding current and/or future investment projects, working capital and/or acquisitions. After having considered all aspects of the 10% General Mandate, the Board is of the opinion that the adoption of the 10% General Mandate would be in the best interest of the Company and its shareholders, on the basis that it is the most optimum and cost-efficient method of fundraising for the Company. This authority will expire at the conclusion of the next Annual General Meeting of the Company or at the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier. As at the date of this Notice, no new shares in the Company were issued pursuant to the existing mandate which will lapse at the conclusion of the forthcoming AGM of the Company. NOTICE OF TWENTY-SECOND (22ND) ANNUAL GENERAL MEETING DESTINI BERHAD 272 ANNUAL REPORT 2026
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